Rights, Powers and Privileges. The Trustee shall have only the rights, powers and privileges expressly provided in this Agreement. The Trustee shall have the power to take the actions granted in the subsections below and any powers reasonably incidental thereto, which the Trustee, in his reasonable discretion, deems necessary or appropriate to fulfill the purposes of the Trust, unless otherwise specifically limited or restricted by the Plan or this Agreement, the Stockholders’ Agreement or the Call Agreement:
A. Hold legal title to any and all rights of the Debtors and the Beneficiaries in or arising from the Trust Assets, including, but not limited to, the New Securities and the right to vote the New Securities and any other Trust Assets consisting of securities as provided for in Article IV hereof;
B. In reliance upon the official claims register maintained in the Debtors' Chapter 11 cases, maintain on the Trustee's books and records (or on the books and records of any agent appointed by the Trustee to maintain a record of the Beneficiaries and their respective beneficial interests in the Trust) a register evidencing the beneficial interest in the Trust held by each Beneficiary;
C. Protect and enforce the rights to the Trust Assets vested in the Trustee by this Agreement by any method deemed appropriate including, without limitation, by judicial proceedings or otherwise;
D. Subject to the provisions of the Stockholders' Agreement and the Call Agreement, sell or exchange the New Securities for cash and/or other property at such times and for such consideration that the Trustee deems appropriate;
E. Make all distributions provided for in, or contemplated by, the Plan and/or this Agreement;
F. Open and maintain bank accounts on behalf, or in the name, of the Trust;
G. Make all tax withholdings, file tax information returns, make tax elections by and on behalf of the Trust and file returns for the Trust pursuant to Section 8.9 hereof;
X. Xxxx annually to each Beneficiary a separate statement stating the Beneficiary's Proportionate Share of income, gain, loss, deduction or credit and instruct all such Beneficiaries to report such items on their federal tax returns;
I. Establish such reserves for taxes, assessments and other expenses of administration of the Trust as may be necessary and appropriate for the proper operation of matters incident to the Trust;
J. Provide Beneficiaries with access to financial information concerning the Trust and the Trust Assets in accordance with Section 8.9;...
Rights, Powers and Privileges. In connection with the administration of the Liquidation Trust, except as set forth in this Agreement and the Plan, the Liquidation Trustee is authorized to perform any and all acts necessary or desirable to accomplish the purposes of the Liquidation Trust (including, without limitation, all powers, rights, and duties under applicable law). In connection therewith, and subject to the limitations of Section 4.4 hereof, the Liquidation Trustee shall have absolute discretion to pursue or not to pursue any and all Claims, rights, Contributed Claims, or other Causes of Action, as he or she determines are in the best interests of the Liquidation Trust Beneficiaries and consistent with the purposes of the Liquidation Trust, and shall have no liability for the outcome of his or her decision. Without limiting the foregoing, but subject to the limitations in this Agreement, the Liquidation Trustee shall be expressly authorized, but shall not be required, to take the actions set forth in Section 5.4.5 of the Plan.
Rights, Powers and Privileges. In connection with the administration of the Trust, except as set forth in this Agreement and the Plan, the Trustee is authorized to perform any and all acts necessary or desirable to accomplish the purposes of the Trust, including, without limitation, all powers, rights, and duties under applicable law; provided that the Trustee shall not perform any acts that are inconsistent with this Agreement and/or the Plan. Except for such matters pertaining to the Beneficiaries for which the Debtors have explicitly been granted the rights and powers to administer, including the Debtors’ rights and powers under Article VII of the Plan (Procedures for Resolving Contingent, Unliquidated, and Disputed Claims), the Trust and the Trustee, as applicable, shall have all of the rights and powers granted to the Debtors in the Plan as it pertains to the Beneficiaries, such as, by example only, and in addition to any powers and authority specifically set forth in other provisions of the Plan, and subject in all respects to the other terms and conditions of this Agreement, the Plan and the Confirmation Order, to take the following actions:
(a) exercise the Trust’s consent rights with regard to the settlement of Class 4A Claims in an amount greater than $1,000,000, and Class 4C Claims in an amount greater than $10,000, including the Allowance of any Convenience Claims arising out of or related to the same transaction or series of transactions, document(s), conduct, or factual circumstances where, in the aggregate, such Claims total an amount greater than $10,000; provided, however, that the Trustee shall consult with the Class 4A Settlement Notice Parties (as defined in the Confirmation Order) consistent with paragraph 51 of the Confirmation Order, to the extent applicable;
(b) maintain and make disbursements to the Reorganized Debtors from the Class 5A Reserve, as and to the extent provided in the Plan and this Agreement, and to exercise the Trust’s consent rights with regard to the settlement of Class 4B Claims in an amount greater than $1,000,000, as provided in the Plan;
(c) establish, as necessary, disbursement and reserve accounts for the deposit and distribution of all amounts to be distributed under the Plan to the Beneficiaries;
(d) in reliance upon the Debtors’ schedules and the official Claims register maintained in the Chapter 11 Cases, maintain a register evidencing the beneficial interest herein held by each Beneficiary and, in accordance with Section 8.1 hereof, s...
Rights, Powers and Privileges. The Trustee shall have only the rights, powers, and privileges expressly provided in this Agreement and Plan. Subject to the terms of this Agreement, including Section 3.4 of this Agreement, the Trustee shall have the power to take the actions granted in this Section 3.1 and any powers reasonably incidental thereto, which the Trustee reasonably determines to be necessary or appropriate to fulfill the purpose of the Trust, including but not limited to:
A. Prosecuting, settling, assigning, or otherwise compromising or abandoning for the benefit of the Trust any and all Causes of Action transferred to the Trust or arising in favor of the Trust, including, without limitation, taking any action with respect to appeals, counterclaims, and defenses of or with respect to such claims and causes of action, including retaining counsel to pursue the Causes of Action;
B. Exercising all powers provided to the Trustee or the Trust under the Plan or Confirmation Order, including, without limitation, the right to allow, object to, or reconcile Unsecured Claims, Priority Claims (both tax and non-tax), Administrative Claims and Secured Claims and any other Claims asserted against the Debtors’ Estates;
C. Liquidating, selling or abandoning the Assets or any portion thereof;
D. Executing any documents and taking any other actions related to, or in connection with, the liquidation of the Assets and the exercise of the Trustee’s powers granted in this Agreement, the Plan, and Confirmation Order;
E. Holding legal title to any and all rights of the Beneficiaries in, to, or arising from the Assets;
Rights, Powers and Privileges. The Liquidating Trustee shall have only the rights,
1. Prosecuting, settling, assigning, or otherwise compromising the Causes of Action retained by the Contributing Debtors as set forth in the Plan Supplement, including taking any action to resolve appeals with respect to such reserved Causes of Action;
2. Exercising all powers provided to the Liquidating Trustee or the Liquidating Trust under the Combined Disclosure Statement and Plan or the Confirmation Order, including the right to Allow, settle, object to or reconcile any Claims against the Contributing Debtors’ Estates;
3. Liquidating, selling or abandoning the Liquidating Trust Assets or any portion thereof; provided that the Liquidating Trustee shall not sell or abandon any Liquidating Trust Asset or portion thereof without first seeking Bankruptcy Court authority and providing notice and an opportunity for a hearing to all Beneficiaries.
4. Making distributions of the Liquidating Trust Assets to the Beneficiaries on account of their Allowed Claims against each Contributing Debtor, and any other payments contemplated by this Agreement, the Combined Disclosure Statement and Plan or the Confirmation Order;
5. Executing any documents and taking any other actions related to, or in connection with, the liquidation of the Liquidating Trust Assets and the exercise of the Liquidating Trustee’s powers granted in this Agreement, the Combined Disclosure Statement and Plan or the Confirmation Order;
6. Holding legal title to any and all rights of the Beneficiaries in, to, or arising from, the Liquidating Trust Assets;
Rights, Powers and Privileges. The Liquidation Trustee, together with its representatives and professionals, in such capacity, shall be vested with any and all powers and authority necessary to implement the Plan and wind up the business and affairs of the Debtors, including, without limitation: (i) serving as the sole officer and director of each of the Debtors;
