Powers of the Plan Administrator. The Plan Administrator is hereby vested with all powers and authority necessary in order to carry out its duties and responsibilities in connection with the administration of the Plan as herein provided, and is authorized to make such rules and regulations as it may deem necessary to carry out the provisions of the Plan and the Trust Agreement. The Plan Administrator may from time to time appoint agents to perform such functions involved in the administration of the Plan as it may deem advisable. The Plan Administrator shall have the discretionary authority to determine any questions arising in the administration, interpretation and application of the Plan, including any questions submitted by the Trustee on a matter necessary for it to properly discharge its duties; and the decision of the Plan Administrator shall be conclusive and binding on all persons.
Powers of the Plan Administrator. The Plan Administrator shall have the following specific powers in addition to any powers conferred upon the Plan Administrator by any other section or provision of this Agreement, the Plan or the Confirmation Order; provided, however, that the enumeration of the following powers shall not be considered in any way to limit or control the power or obligation of the Plan Administrator to act as specifically authorized by any other section or provision of this Agreement or by order of the Bankruptcy Court; provided further, however, that the Plan Administrator, as the Governor of the Debtors shall act for each of the Debtors and exercise such powers in a fiduciary capacity as applicable to the Governors thereof.
(a) comply with the Plan and the obligations thereunder;
(b) take all steps and execute all instruments and documents necessary to make Plan Distributions to holders of Allowed Claims and Equity Interests;
(c) calculating and paying all Plan Distributions to be made under the Plan, this Agreement and other orders of the Bankruptcy Court to holders of Allowed Claims;
(d) employ, retain or replace professionals to represent the Plan Administrator with respect to its responsibilities hereunder;
(e) object to and prosecute Administrative Claims, Claims and Equity Interests filed against any of the Debtors’ Estates on any basis provided that such objection is filed with the Bankruptcy Court on or before the Claims Objection Deadline;
(f) compromise and settle any issue or dispute regarding the amount, validity, priority, treatment or Allowance of an any Administrative Claims, Claims and Equity Interests as more fully set forth in Section 3.2 below;
(g) make annual and other periodic reports regarding the status of distributions under the Plan to the holders of Allowed Claims that are outstanding at such time, with such reports to be made available to the holder of any Disputed Claim upon written request of such holder to the Plan Administrator;
(h) establish or release reserves as provided in the Plan, subject to Section 13.2(b) thereof and this Agreement;
(i) exercise such other powers as may be vested in the Plan Administrator pursuant to the Plan, this Agreement, or any other Plan Documents or order of the Bankruptcy Court or otherwise act on behalf of and for the Debtors from and after the Effective Date;
(j) manage and administer the TWC Class A Common Stock (other than the TWC Class A Common Stock held in the Transaction Escrows until such time, if a...
Powers of the Plan Administrator. Subject to the provisions of this Nonstatutory Stock Option Agreement, the Plan Administrator shall have the authority, in its discretion: (i) to grant this Nonstatutory Stock Option; (ii) to determine the exercise price per share of this Option, which exercise price shall be determined in accordance with Section 4 of this Nonstatutory Stock Option Agreement; (iii) to determine the number of Shares to be represented by this Option; (iv) to interpret this Nonstatutory Stock Option Agreement; (iv) to determine the terms and provisions of this Nonstatutory Stock Option Agreement and, with the consent of the holder thereof, modify, terminate or amend the Option provided, however, that the Plan Administrator shall not have the power to lower the Option price except pursuant to the terms of Section 7 of this Nonstatutory Stock Option Agreement; (v) to accelerate or defer (with the consent of the Optionee) the exercise date of this Option; (vi) to authorize any person to execute on behalf of the Corporation any instrument required to effectuate the grant of this Option; and (vii) to make all other determinations deemed necessary or advisable for the administration of this Nonstatutory Stock Option Agreement.
Powers of the Plan Administrator. The Plan Administrator shall have such powers and duties as it considers necessary or appropriate to discharge its duties under the Plan. The powers of the Plan Administrator include, but are not limited to, the following:
(a) Establish rules and procedures for the purpose of administration of the Plan;
(b) Require Covered Persons to supply such information and sign such documents as may be necessary to administer the Plan;
(c) Interpret, construe and carry out the provisions of the Plan and render decisions on the administration of the Plan, including factual and legal determinations as to whether any individual is entitled to receive any benefit under the terms of the Plan; and
(d) Appoint such agents, attorneys, accountants, consultants, Claims Administrators and any other persons as may be needed for proper administration of the Plan. In exercising these powers, the Plan Administrator shall act in its sole discretion, giving due regard for the reason and purpose for which the Plan is established and maintained. Any construction of the terms of the Plan document and any determination of fact adopted by the Plan Administrator shall be final and legally binding on all parties. The Plan Administrator shall have no power to waive, alter or fail to apply the terms of the Plan.
Powers of the Plan Administrator. The Plan Administrator shall have only such rights, powers and privileges expressly set forth in the Plan, the Confirmation Order, and this Agreement and as otherwise provided by applicable law. Subject to the other provisions herein, including, without limitation, the provisions relating to the Post-Consummation Trust Committee in Section 6.3, the Plan Administrator shall be expressly authorized to undertake the following actions, in the Plan Administrator’s good faith judgment, in the best interests of the Post- Consummation Trust Beneficiaries and to maximize net recoveries therefor:
(a) liquidate the Post-Consummation Trust Assets;
(b) make distributions of the Trust Proceeds to the appropriate Post- Consummation Trust Beneficiaries in accordance with this Agreement, the Plan and the Confirmation Order;
(c) collect the Diminution Claim Proceeds from the Liquidation Trust;
(d) prosecute, settle or otherwise compromise or abandon for the benefit of the Post-Consummation Trust all claims and Causes of Action transferred by the Debtors to the Post-Consummation Trust or arising in favor of the Post-Consummation Trust, including, without limitation, take any action with respect to appeals, counterclaims, and defenses of such claims and Causes of Action;
(e) execute any documents and take any other actions related to, or in connection with, the liquidation of the Post-Consummation Trust Assets and the exercise of the Plan Administrator’s powers granted herein;
(f) hold legal title to any and all rights of the Post-Consummation Trust Beneficiaries in, to or arising from the Post-Consummation Trust Assets and the Trust Proceeds;
(g) protect and enforce the rights to the Post-Consummation Trust Assets and Trust Proceeds vested in the Plan Administrator by this Agreement by any method deemed reasonably appropriate, including, without limitation, by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium or similar law and general principles of equity;
(h) file, if necessary, any and all tax returns with respect to the Post- Consummation Trust and pay taxes properly payable by the Post-Consummation Trust, if any;
(i) make all necessary filings in accordance with any applicable law, statute or regulation, including, but not limited to, to the extent applicable, the Exchange Act;
(j) determine and satisfy from the Trust Proceeds any and all taxes and ordinary course liabilities, including reasonable professional fees and expenses, creat...
Powers of the Plan Administrator. In addition to any implied powers and duties that may be needed to carry out the provisions of the Plan, the Agreement and, where appropriate, the Collateral Assignment, the Plan Administrator, acting itself or through the Plan Committee, shall have the following specific powers and duties in its sole discretion:
(a) To make and enforce such rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan;
(b) To interpret the Plan and to decide any and all matters arising hereunder, including the right to remedy possible ambiguities, inconsistencies, or omissions; provided that all such interpretations and decisions shall be applied in a uniform and nondiscriminatory manner to all persons similarly situated;
(c) To compute the amount of benefits that shall be payable to any Participant in accordance with the provisions of the Plan;
(d) To appoint other persons to carry out such ministerial responsibilities under the Plan as it may determine; and
(e) To employ one or more persons to render advice with respect to any of its responsibilities under the Plan.
Powers of the Plan Administrator. The Plan Administrator shall have the following specific powers in addition to any powers conferred upon the Plan Administrator by any other section or provision of this Agreement, the Plan, or the other Plan Documents; provided, however, that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Plan Administrator to act as authorized by any other section or provision of the Agreement; provided, further, that the Plan Administrator, as the sole officer of the Debtor, shall act for the Debtor and exercise such powers in a fiduciary capacity as applicable to a chief operating officer:
(a) exercising all power and authority that may be exercised, and taking all proceedings and acts that may be taken, by any officer of the Debtor, including activities consistent with the Debtor’s corporate purposes and the Plan; provided, however, that the Plan Administrator shall not amend the certificate of incorporation of the Debtor to change the fundamental purpose of the corporation without approval of NEGT and the Board of Directors;
(b) managing the Distribution Fund, establishing the Reserves and investing the Debtor’ Cash, including, but not limited to, the Cash held in the Reserves in (i) direct obligations of the United States of America or obligations of any agency or instrumentality thereof that are backed by the full faith and credit of the United States of America, including funds consisting solely or predominantly of such securities; (ii) money market deposit accounts, checking accounts, savings accounts or certificates of deposit, or other time deposit accounts that are issued by a commercial bank or savings institution organized under the laws of the United States of America or any state thereof; or (iii) any other investments that may be permissible under (x) section 345 of the Bankruptcy Code or (y) any order of the Bankruptcy Court approved in the Debtor’ Chapter 11 Case;
Powers of the Plan Administrator. The Plan Administrator will have such duties and powers as it considers necessary or appropriate to discharge its duties. It will have the exclusive right to interpret the Plan and to decide all matters under the Plan, and all determinations of the Plan Administrator with respect to any matter under the Plan will be conclusive and binding on all persons. Without limiting the generality of the previous sentence, the Plan Administrator will have the following discretionary authority:
(a) To construe and interpret this Plan, including all possible ambiguities, inconsistencies, and omissions in the Plan and related documents, and to decide all questions of fact, questions relating to eligibility and participation, and questions of benefits under this Plan;
(b) to prescribe procedures to be followed and the forms to be used by Employees and Participants to make elections pursuant to this Plan;
(c) to prepare and distribute information explaining this Plan and the benefits under this Plan in such manner as the Plan Administrator determines to be appropriate;
(d) to request and receive from all Employees and Participants such information as the Plan Administrator will from time to time determine to be necessary for the proper administration of this Plan;
(e) to furnish each Employee and Participant with such reports with respect to the administration of this Plan as the Plan Administrator determines to be reasonable and appropriate, including appropriate statements setting forth the amounts by which a Participant’s Compensation has been reduced in order to provide benefits under this Plan;
(f) to receive, review, and keep on file such reports and information regarding the benefits covered by this Plan as the Plan Administrator determines from time to time to be necessary and proper;
(g) to appoint and employ such individuals or entities to assist in the administration of this Plan as it determines to be necessary or advisable, including legal counsel and benefit consultants;
(h) to sign documents for the purposes of administering this Plan, or to designate an individual or individuals to sign documents for the purposes of administering this Plan;
(i) to secure independent medical or other advice and require such evidence as it deems necessary to decide any claim or appeal; and
(j) to maintain the books of accounts, records, and other data in the manner necessary for proper administration of this Plan and to meet any applicable disclosure and reporting requireme...
Powers of the Plan Administrator. The Plan Administrator’s power shall include the power:
(1) To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan, including the establishment of any claims procedures that may be required by applicable provisions of law;
(2) To appoint such attorneys, actuaries, accountants, consultants and other persons as may be required to assist in administering the Plan; and
(3) To allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan. Any such allocation, delegation or designation to be in writing.
Powers of the Plan Administrator. The Plan Administrator shall have exclusive authority, in its completed and absolute discretion, to construe and interpret the Plan and to resolve all questions concerning eligibility and the amount, manner and time of making contributions pursuant to the Plan. The Plan Administrator' s powers shall include, but not be limited to the following:
(a) Enforce the Plan on behalf of any and all persons having or claiming any interest under the Plan;
(b) Adopt such policies, rules and regulations as it may deem necessary or desirable to carry out the provisions of the Plan, which policies, rules and regulations may be changed from time to time in light of experience;
(c) Decide all questions arising in the administration, interpretation and application of the Plan, including without limitation, questions of eligibility of Employees and of the status and rights of Participants, Beneficiaries and any other persons hereunder, and questions submitted by the Investment Company on matters necessary for such company properly to discharge their duties, powers and obligations;
(d) Prescribe forms which it may consider necessary or desirable for use in connection with the operation of the Plan; and
(e) Decide any dispute arising hereunder. The decisions and determinations of the Plan Administrator made in good faith upon any matter within the scope of its authority shall be conclusive and binding on all persons.
(f) Delegate such of its duties as it shall determine appropriate to persons or entities who shall acknowledge in writing that they have accepted such delegation and are fiduciaries under the Plan with respect to such duties.
