Payment of Claims, Expenses and Liabilities. Provided the Trustee has been advised in writing respecting such claims, expenses, charges, liabilities and obligations, the Trustee shall pay from the Trust Assets in the Trust all claims, expenses, charges, liabilities, and obligations of the Trust Assets and all Liabilities relating to the Trust Assets and obligations which the Trustee specifically assumes and agrees to pay pursuant to this Agreement and such transferee liabilities which the Trustee may be obligated to pay as transferees of the Trust Assets in the Trust, including among the foregoing, and without limiting the generality of the foregoing, interest, penalties, taxes, assessments, and public charges of every kind and nature and the costs, charges, and expenses connected with or growing out of the execution or administration of this Trust and such other payments and disbursements as are provided in this Agreement or which may be determined to be a proper charge against the Trust Assets in the Trust by the Trustee.
Payment of Claims, Expenses and Liabilities. Provided the Liquidating Trustee has been advised in writing respecting such claims, expenses, charges, liabilities and obligations, the Liquidating Trustee shall pay from the Liquidating Trust Assets in the Liquidating Trust all claims, expenses, charges, liabilities, and obligations of the Liquidating Trust Assets in the Liquidating Trust and all Liabilities relating to the Liquidating Trust Assets held in the Liquidating Trust and obligations which the Liquidating Trustee specifically assumes and agrees to pay pursuant to this Agreement and such transferee liabilities which the Liquidating Trustee may be obligated to pay as transferees of the Liquidating Trust Assets in the Liquidating Trust, including among the foregoing, and without limiting the generality of the foregoing, interest, penalties, taxes, assessments, and public charges of every kind and nature and the costs, charges, and expenses connected with or growing out of the execution or administration of this Liquidating Trust and such other payments and disbursements as are provided in this Agreement or which may be determined to be a proper charge against the Liquidating Trust Assets in the Liquidating Trust by the Liquidating Trustee.
Payment of Claims, Expenses and Liabilities. The Trustees shall pay from the Trust Assets all claims, expenses, charges, liabilities, and obligations of the Trust and all Liabilities and obligations which the Trustees specifically assume and agree to pay pursuant to this Agreement and such transferee liabilities which the Trustees may be obligated to pay as transferees of the Trust Assets, including among the foregoing, and without limiting the generality of the foregoing, interest, penalties, taxes, assessments, and public charges of every kind and nature and the costs, charges, and expenses connected with or growing out of the execution or administration of this Trust and such other payments and disbursements as are provided in this Agreement or which may be determined to be a proper charge against the Trust Assets by the Trustees.
Payment of Claims, Expenses and Liabilities. The Trustees shall pay from the Trust Corpus all claims, expenses, charges, liabilities, and obligations of the Trust and all liabilities and obligations which the Trustees specifically assume and agree to pay pursuant to this Agreement and such transferee liabilities as the Trustees may be obligated to pay as transferees of the assets comprising the Trust Corpus, and the costs, charges, and expenses connected with or growing out of the execution or administration of the Trust and such other payments and disbursements as are provided in this Agreement or as may be determined to be a proper charge against the Trust Corpus by the Trustees.
Payment of Claims, Expenses and Liabilities. Subject to the budget agreed upon by the Liquidation Trust Committee in accordance with Section 4.4 of this Agreement, the Liquidation Trust Administrator shall expend the Cash of the Liquidation Trust: (a) to pay reasonable and documented administrative expenses of the Liquidation Trust that are incurred (including, but not limited to, any taxes imposed on the Liquidation Trust or fees and expenses in connection with the administration and liquidation of the Liquidation Trust Assets and preservation of books and records as provided in Section 3.2 of this Agreement); (b) to satisfy other obligations or other liabilities incurred or assumed by the Liquidation Trust (or to which the Liquidation Trust Assets are otherwise subject) in accordance with the Plan, including but not limited to Article IV.C.3 of the Plan, the Confirmation Order or this Agreement (it being understood that the Liquidation Trust has not assumed any obligations or liabilities of the Debtors except as expressly set forth in the Plan or the Confirmation Order), including fees and costs incurred in connection with the protection, preservation, and liquidation of the Liquidation Trust Assets and the protection, preservation, and distribution of the Trust Proceeds and reasonable, documented out-of-pocket expenses of members of the Liquidation Trust Committee; and (c) to satisfy any other obligations of the Liquidation Trust expressly set forth in the Plan.
Payment of Claims, Expenses and Liabilities. Subject to the budget agreed upon by the Post-Consummation Trust Committee in accordance with Section 4.4 of this Agreement, the Plan Administrator shall expend the Cash of the Post-Consummation Trust: (a) to pay reasonable and documented administrative expenses of the Post-Consummation Trust that are incurred (including, but not limited to, any taxes imposed on the Post-Consummation Trust or fees and expenses in connection with the administration and liquidation of the Post- Consummation Trust Assets and preservation of books and records as provided in Section 3.2 hereof); (b) to satisfy other obligations or other liabilities incurred or assumed by the Post- Consummation Trust (or to which the Post-Consummation Trust Assets are otherwise subject) in accordance with the Plan, including but not limited to Article IV.B.3 of the Plan, the Confirmation Order or this Agreement (it being understood that the Post-Consummation Trust has not assumed any obligations or liabilities of the Debtors except as expressly set forth in the Plan or the Confirmation Order), including fees and costs incurred in connection with the protection, preservation and liquidation of the Post-Consummation Trust Assets and the protection, preservation, and distribution of the Trust Proceeds and reasonable, documented out- of-pocket expenses of members of the Post-Consummation Trust Committee; and (c) to satisfy any other obligations of the Post-Consummation Trust expressly set forth in the Plan.
Payment of Claims, Expenses and Liabilities. If, and only if, the Distribution is not consummated prior to the Distribution Outside Date, the Trustees shall pay from the proceeds of the liquidation of the Trust assets all claims, expenses, charges, liabilities, and obligations of the Trust and all Liabilities which the Trust specifically assumes and agrees to pay pursuant to this Agreement, and such transferee liabilities which the Trust may be obligated to pay as transferee of the Trust assets, including among the foregoing, and without limiting the generality of the foregoing, interest, penalties, taxes, assessments, and public charges of every kind and nature and the costs, charges, and expenses connected with or growing out of the execution or administration of this Trust and such other payments and disbursements as are provided in this Agreement or which may be reasonably determined to be a proper charge against the Trust assets by the Trustees.
Payment of Claims, Expenses and Liabilities. The Liquidating Trustees shall pay from the Liquidating Trust Estate all claims, expenses, charges, liabilities, and obligations of the Liquidating Trust Estate and all liabilities and obligations which the Liquidating Trustees specifically assume and agree to pay pursuant to this Agreement of Trust and such transferee liabilities which the Liquidating Trustees may be obligated to pay as transferees of the Liquidating Trust Estate, including among the foregoing, and without limiting the generality of the foregoing, accounts payable of the Partnership and interest, taxes, assessments, and public charges of every kind and nature and the costs, charges, and expenses connected with or growing out of the execution or administration of the Liquidating Trust and such other payments and disbursements as are provided in this Agreement or which may be determined to be a proper charge against the Liquidating Trust Estate by the Liquidating Trustees. The Liquidating Trustees may, in their discretion, make reasonable provision by reserve or otherwise out of the Liquidating Trust Estate, for such amount as the Liquidating Trustees in good faith may reasonably determine to be necessary or desirable to meet present or future claims and liabilities of the Liquidating Trust, whether fixed or contingent.
Payment of Claims, Expenses and Liabilities. (a) The Trustee shall pay from the Trust Assets all claims, expenses, charges, liabilities, and obligations of the Liquidating Trust and of the Trust Assets, including all Liabilities, and other obligations that the Trustee specifically assumes and agrees to cause the Liquidating Trust to pay pursuant to this Agreement, and such transferee liabilities that the Trustee may be obligated to pay as transferee of the Trust Assets including without limitation, interest, penalties, taxes (including, without limitation, any U.S. Federal, state and local income or other taxes, and taxes arising under Canadian tax laws), assessments, and public charges of every kind and nature and the costs, charges, and expenses connected with or arising out of the execution or administration of the Liquidating Trust (including, without limitation, reimbursement to the Trustee of fees, taxes and other expenses incurred to maintain the existence and for the operation of the Trustee), and such other payments and disbursements as are provided in this Agreement or which may be determined by the Trustee to be a proper charge against the Trust Assets. The Trustee may, in its discretion, make reasonable provision, by reserve or otherwise out of the Trust Assets, for such amount as the Trustee in good faith may reasonably determine to be necessary or desirable to meet current or future claims and liabilities of the Liquidating Trust, whether fixed or contingent.
(b) Notwithstanding anything in this Section 5.4 to the contrary and in compliance with the covenants set forth in Section 6.15 of the Share Exchange Agreement, the Trustee, as soon as reasonably practicable after the Transfer Date, shall establish a reserve fund of US$1,000,000 (the “Reserve Fund”) for use in discharging (i) any indemnification claims asserted on behalf of the Top Favour Shareholders against the Liquidating Trust within twelve (12) months of the Share Exchange Closing Date pursuant to Section 5.1(a) of the Share Exchange Agreement, or (ii) any indemnification claims asserted by Axxxx Xxxxx against the Liquidating Trust within such same period to the extent Lxxxx has provided indemnification to the Top Favor Shareholders pursuant to Section 5.1(b) of the Share Exchange Agreement (collectively, the “Indemnification Liabilities”). The Reserve Fund shall be in cash or cash equivalents in the form of instruments or deposits in bank accounts in the name of the Liquidating Trust as provided in Section 6.1 hereof, or othe...
Payment of Claims, Expenses and Liabilities. The Trustee shall pay from the Trust Assets all claims, expenses, charges, liabilities and obligations of the Trust as contemplated by this Agreement and as required by law.
