Specific Powers of Trustees. Subject to the provisions of Section 6.1 hereof, the Trustees shall have the following specific powers in addition to any powers conferred upon them by any other Section or provision of this Agreement of Trust or by virtue of any present or future statute or rule of law, in all instances without any action or consent required by the Beneficiaries; provided, however, that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Trustees to act as specifically authorized by any other Section or provision of this Agreement and to act in such a manner as the Trustees may deem necessary or appropriate, in their sole discretion, to conserve, protect, and administer the Trust Corpus or otherwise to confer upon the Beneficiaries the benefits intended to be conferred upon them by this Agreement: (a) To retain and set aside such funds out of the Trust Corpus as the Trustees shall deem necessary or expedient to pay, or provide for the payment of, (i) unpaid claims, liabilities, debts or obligations of the Trust, (ii) contingencies, and (iii) the expenses of administering the Trust Corpus; (b) To do and perform any acts or things necessary or appropriate for the conservation and protection of the Trust Corpus, and in connection therewith to employ any agents or representatives as the Trustees deem expedient and to pay reasonable compensation therefor; (c) To sell, transfer, assign, borrow against, pledge, hypothecate or deal in any other manner with any of the Trust Corpus, in such manner as the Trustees may deem advisable for any Trust purpose;
Appears in 2 contracts
Samples: Liquidating Trust Agreement (Consumers Financial Corp), Liquidating Trust Agreement (Consumers Financial Corp)
Specific Powers of Trustees. Subject to the provisions of Section 6.1 hereofthe terms and conditions of this Agreement, the Trustees Board shall have the following specific powers in addition to any powers conferred upon them it by any other Section or provision of this Agreement of Trust or by virtue of any present or future statute or rule of law, in all instances without any action or consent required by the BeneficiariesMaryland Act; provided, however, provided that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Trustees Board to act as specifically authorized by any other Section or provision of this Agreement and to act in such a manner as the Trustees Board may deem necessary or appropriate, in their sole discretion, appropriate to conserve, protect, conserve and administer protect the Trust Corpus Assets or otherwise to confer upon on the Beneficiaries the benefits intended to be conferred upon them by this Agreement:
(a) To to determine the nature and amount of the consideration to be received with respect to the sale or other disposition of, or the grant of interest in, the Trust Assets;
(b) to collect, liquidate or otherwise convert into cash, or such other property as it deems appropriate, all property, assets and rights in the Trust Assets, and to pay, discharge, and satisfy all other claims, expenses, charges, Liabilities and obligations existing with respect to the Trust Assets, the Trust, the Trustees or any officer or agent;
(c) to elect, appoint, engage or retain any Persons as officers, agents, representatives or independent contractors (including without limitation real estate advisors, investment advisors, accountants, transfer agents, attorneys-at-law, managers, appraisers, brokers, or otherwise) in one or more capacities, and to pay reasonable compensation from the Trust Assets for services in as many capacities as such Person may be so elected, appointed, engaged or retained (provided that any such agreements or arrangements with a person or entity affiliated with the Trust or the Trustees shall be on terms no less favorable to the Trust than those available to the Trust in similar agreements or arrangements with unaffiliated third parties), to prescribe the titles, powers and duties, terms of service and other terms and conditions of the election, appointment, engagement or retention of such Persons and, except as prohibited by law, to the maximum extent permitted by applicable law, to delegate any of the powers and duties of the Board to officers, agents, representatives, independent contractors or other Persons;
(d) to retain and set aside such funds out of the Trust Corpus Assets as the Trustees Board shall deem necessary or expedient to pay, or provide for the payment of, of (i) unpaid claims, liabilitiesexpenses, debts or charges, Liabilities and obligations (including contingent obligations) of the Trust, Trust or any Trust Subsidiary; and (ii) contingencies, and (iii) the expenses of administering the Trust CorpusAssets;
(be) To to do and perform any and all acts or things necessary or appropriate for the conservation and protection of the Trust CorpusAssets, including acts or things necessary or appropriate to maintain the Trust Assets pending sale or disposition thereof or distribution thereof to the Beneficiaries;
(f) to cause the Trust to guarantee indebtedness of its subsidiaries;
(g) to institute or defend actions or judgments for declaratory relief or other actions or judgments and to take such other action, in the name of the Trust or the Company or as otherwise required, as the Board may deem necessary or desirable to enforce any instruments, contracts, agreements, causes of action, or rights relating to or forming a part of the Trust Assets;
(h) to determine conclusively from time to time the value of and to revalue the securities and other property of the Trust, in accordance with independent appraisals or other information as it deems necessary or appropriate;
(i) to cancel, terminate, or amend any instruments, contracts, agreements, obligations, or causes of action relating to or forming a part of the Trust Assets, and to execute new instruments, contracts, agreements, obligations or causes of action notwithstanding that the terms of any such instruments, contracts, agreements, obligations, or causes of action may extend beyond the terms of the Trust;
(j) in connection therewith to employ any agents or representatives as the Trustees deem expedient and to pay reasonable compensation therefor; (c) To sell, transfer, assign, borrow against, pledge, hypothecate or deal in any other manner with event any of the property which is or may become a part of the Trust CorpusAssets is situated in any state or other jurisdiction in which the Trustees are not qualified to act as Trustees, to nominate and appoint an individual or corporate trustee qualified to act in such state or other jurisdiction in connection with the property situated in that state or other jurisdiction as a trustee of such property and require from such trustee such security, if any, as may be designated by the Trustees, which, in such manner as the sole discretion of the Trustees may deem advisable be paid out of the Trust Assets. The trustee so appointed shall have all the rights, powers, privileges and duties and shall be subject to the conditions and limitations of the Trust, except as limited by the Trustees and except where the same may be modified by the laws of such state or other jurisdiction (in which case, the laws of the state or other jurisdiction in which such trustee is acting shall prevail to the extent necessary). Such trustee shall be answerable to the Trustees herein appointed for all monies, assets and other property which may be received by it in connection with the administration of such property. The Trustees hereunder may remove such trustee, with or without cause, and appoint a successor trustee at any time by the execution by the Trustees of a written instrument declaring such trustee removed from office, and specifying the effective date of removal;
(k) to cause any investments of any part of the Trust Assets to be registered and held in the name of one or more Trustees or in the names of a nominee or nominees without increase or decrease of liability with respect thereto;
(l) to (i) terminate and dissolve any entities owned by the Trust or any Trust purposeSubsidiary and (ii) form any new entities to be owned by the Trust or any Trust Subsidiary, provided that the interests in any such newly formed entities would not constitute assets prohibited by Revenue Procedure 82-58, 1982-2 C.B. 847 (as amplified by Revenue Procedure 91-15, 1991-1 C.B. 484), as the same may be further amended, supplemented, or modified;
(m) to perform any act authorized, permitted, or required under any instrument, contract, agreement, right, obligation, or cause of action relating to or forming a part of the Trust Assets whether in the nature of an approval, consent, demand, or notice thereunder or otherwise, unless such act would require the consent of the Beneficiaries in accordance with the express provisions of this Agreement; and
(n) to adopt Bylaws not inconsistent with this Agreement providing for the conduct of business of the Trust and to amend and repeal them.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (HGR Liquidating Trust)
Specific Powers of Trustees. Subject to the provisions of Section 6.1 hereofthe terms and conditions of this Agreement, the Trustees shall have the following specific powers in addition to any powers conferred upon them by any other Section or provision of this Agreement or any statutory laws of Trust or by virtue the State of any present or future statute or rule of law, in all instances without any action or consent required by the BeneficiariesMaryland; provided, however, provided that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Trustees to act as specifically authorized by any other Section or provision of this Agreement and to act in such a manner as the Trustees may deem necessary or appropriate, in their sole discretion, appropriate to conserve, protect, conserve and administer protect the Trust Corpus Assets or otherwise to confer upon on the Beneficiaries the benefits intended to be conferred upon them by this Agreement:
(a) To retain to determine the nature and set aside such funds out amount of the Trust Corpus as consideration to be received with respect to the Trustees shall deem necessary sale or expedient to payother disposition of, or provide for the payment ofgrant of interest in, (i) unpaid claims, liabilities, debts or obligations of the Trust, (ii) contingencies, and (iii) the expenses of administering the Trust CorpusAssets;
(b) To do to collect, liquidate or otherwise convert into cash, or such other property as it deems appropriate, all property, assets and perform any acts or things necessary or appropriate for the conservation and protection of rights in the Trust CorpusAssets, and in connection therewith to pay, discharge, and satisfy all other claims, expenses, charges, Liabilities and obligations existing with respect to the Trust Assets, the Trust or the Trustees;
(c) to elect, appoint, engage, retain or employ any agents Persons as agents, representatives, employees, or representatives as the Trustees deem expedient independent contractors (including without limitation real estate advisors, investment advisors, accountants, transfer agents, attorneys-at-law, managers, appraisers, brokers, or otherwise) in one or more capacities, and to pay reasonable compensation therefor; from the Trust Assets for services in as many capacities as such Person may be so elected, appointed, engaged, retained or employed (c) To sell, transfer, assign, borrow against, pledge, hypothecate provided that any such agreements or deal in any other manner arrangements with a person or entity affiliated with any of the Trustees shall be on terms no less favorable to the Trust Corpusthan those available to the Trust in similar agreements or arrangements with unaffiliated third parties, in and such manner agreements or arrangements shall be terminable, without penalty, on 60 days prior written notice by the Trust), to prescribe the titles, powers and duties, terms of service and other terms and conditions of the election, appointment, engagement, retention or employment of such Persons and, except as prohibited by law, to delegate any of the powers and duties of the Trustees may deem advisable for any Trust purposeto agents, representatives, employers, independent contractors or other Persons;
Appears in 1 contract
Samples: Liquidating Trust Agreement (BPP Liquidating Trust)
Specific Powers of Trustees. Subject to the provisions of Section 6.1 hereofthe terms and conditions of this Agreement, the Trustees shall have the following specific powers in addition to any and all powers conferred upon them by any other Section or provision of this Agreement or any laws of Trust or by virtue the State of any present or future statute or rule of law, in all instances without any action or consent required by the BeneficiariesMaryland; provided, however, provided that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Trustees to act as specifically authorized by any other Section or provision of this Agreement and to act in such a manner as the Trustees may deem necessary or appropriate, in their sole discretion, appropriate to conserve, protect, conserve and administer protect the Trust Corpus Assets and the Holdco Assets or otherwise to confer upon on the Beneficiaries the benefits intended to be conferred upon them by this Agreement:
(a) To to determine the nature and amount of the consideration to be received with respect to the lease, sale or other disposition of, or the grant of interest in, the Trust Assets and/or the Holdco Assets;
(b) to collect, liquidate, finance or refinance or otherwise convert into cash, or such other property as it deems appropriate, all property, assets and rights in the Trust Assets and/or the Holdco Assets, and to pay, discharge, and satisfy all other claims, expenses, charges, Liabilities and obligations existing with respect to the Trust Assets, the Holdco Assets, the Trust or the Trustees;
(c) to elect, appoint, engage, retain or employ any Persons as officers, agents, representatives, employees or independent contractors (including without limitation real estate advisors, investment advisors, accountants, transfer agents, attorneys-at-law, managers, appraisers, brokers, or otherwise) in one or more capacities, and to pay reasonable compensation from the Trust Assets or the Holdco Assets for services in as many capacities as such Person may be so elected, appointed, engaged, employed or retained, to prescribe the titles, powers and duties, terms of service and other terms and conditions of the election, appointment, engagement, employment or retention of such Persons and, except as prohibited by law, to delegate any of the powers and duties of the Trustees to officers, agents, representatives, independent contractors, employees or other Persons, including, without limitation, the retention of Advisor and its affiliates to provide various services to the Trust and the Subsidiaries owned by it consistent with the types of services and compensation terms previously applicable to the Company prior to the formation of the Trust, plus a disposition fee with respect to the sale or other disposition of the Trust Assets and/or the Holdco Assets;
(d) to retain and set aside such funds out of the Trust Corpus Assets or the Holdco Assets as the Trustees shall deem necessary or expedient to pay, or provide for the payment of, of (i) unpaid claims, liabilitiesexpenses, debts or charges, Liabilities and obligations of the Trust, Trust or any Trust Subsidiary; and (ii) contingencies, and (iii) the expenses of administering the Trust CorpusAssets;
(be) To to do and perform any and all acts necessary or appropriate for the conservation, protection and realization of value of the Trust Assets and the Holdco Assets, including acts or things necessary or appropriate to maintain the Trust Assets and the Holdco Assets held by the Trustees pending sale or disposition thereof or distribution thereof to the Beneficiaries;
(f) to institute, defend, settle or otherwise resolve actions, judgments or claims for declaratory relief or other actions, judgments or claims and to take such other action, in the conservation and protection name of the Trust Corpusor any Subsidiary owned by it or as otherwise required, and in connection therewith to employ any agents or representatives as the Trustees deem expedient and to pay reasonable compensation therefor; (c) To sell, transfer, assign, borrow against, pledge, hypothecate or deal in any other manner with any of the Trust Corpus, in such manner as the Trustees may deem advisable necessary or desirable to enforce any instruments, contracts, agreements, causes of action, or rights relating to or forming a part of the Trust Assets or the Holdco Assets;
(g) to determine conclusively from time to time the value of and to revalue the securities and other property of the Trust, in accordance with independent appraisals or other information as it deems necessary or appropriate;
(h) to cancel, terminate or amend any instruments, contracts, agreements, obligations, or causes of action relating to or forming a part of the Trust Assets or the Holdco Assets, and to execute new instruments, contracts, agreements, obligations or causes of action notwithstanding that the terms of any such instruments, contracts, agreements, obligations, or causes of action may extend beyond the terms of the Trust;
(i) in the event any of the property which is or may become a part of the Trust Assets or the Holdco Assets is situated in any state or other jurisdiction in which the Trustees are not qualified to act as Trustees, to nominate and appoint an individual or corporate trustee qualified to act in such state or other jurisdiction in connection with the property situated in that state or other jurisdiction as a trustee of such property and require from such trustee such security, if any, as may be designated by the Trustees, which, in the sole discretion of the Trustees may be paid out of the Trust Assets or the Holdco Assets. The trustee so appointed shall have all the rights, powers, privileges and duties and shall be subject to the conditions and limitations of the Trust, except as limited by the Trustees and except where the same may be modified by the laws of such state or other jurisdiction (in which case, the laws of the state or other jurisdiction in which such trustee is acting shall prevail to the extent necessary). Such trustee shall be answerable to the Trustees herein appointed for all monies, assets and other property which may be received by it in connection with the administration of such property. The Trustees hereunder may remove such trustee, with or without cause, and appoint a successor trustee at any time by the execution by the Trustees of a written instrument declaring such trustee removed from office, and specifying the effective date of removal;
(j) to cause any investments of any part of the Trust Assets or the Holdco Assets to be registered and held in its name or in the names of a nominee or nominees without increase or decrease of liability with respect thereto;
(k) to (i) terminate and dissolve any entities owned by the Trust or any Trust purposeSubsidiary and (ii) form any new entities to be owned by the Trust or any Trust Subsidiary, provided that the interests in any such newly formed entities would not constitute assets prohibited by Revenue Procedure 82-58, 1982-2 C.B. 847 (as amplified by Revenue Procedure 91-15, 1991-1 C.B. 484), as the same may be further amended, supplemented, or modified;
(l) to perform any act authorized, permitted, or required under any instrument, contract, agreement, right, obligation, or cause of action relating to or forming a part of the Trust Assets or the Holdco Assets whether in the nature of an approval, consent, demand, or notice thereunder or otherwise, unless such act would require the consent of the Beneficiaries in accordance with the express provisions of this Agreement; and
(m) adopt By-laws not inconsistent with this Agreement providing for the conduct of the business of the Trust and to amend and repeal them.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (DC Industrial Liquidating Trust)
Specific Powers of Trustees. Subject to the provisions of Section 6.1 hereofthe terms and conditions of this Agreement, the Trustees shall have the following specific powers in addition to any and all powers conferred upon them by any other Section section or provision of this Agreement or any laws of Trust or by virtue the State of any present or future statute or rule of law, in all instances without any action or consent required by the BeneficiariesMaryland; provided, however, provided that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Trustees to act as specifically authorized by any other Section section or provision of this Agreement and to act in such a manner as the Trustees may deem necessary or appropriate, in their sole discretion, appropriate to conserve, protect, conserve and administer protect the Trust Corpus Assets or otherwise to confer upon on the Beneficiaries the benefits intended to be conferred upon them by this Agreement:
(a) To to determine the nature and amount of the consideration to be received with respect to the sale or other disposition of, or the grant of interest in, each or all of the Trust Assets;
(b) to collect, liquidate, finance or refinance or otherwise convert into cash, or such other property as it deems appropriate, all property, assets and rights in the Trust Assets, and to pay, discharge, and satisfy all other claims, expenses, charges, Liabilities and obligations existing with respect to the Trust Assets, the Trust or the Trustees;
(c) to elect, appoint, engage, retain or employ any Persons as officers, agents, representatives, employees or independent contractors (including without limitation investment advisors, accountants, transfer agents, attorneys-at-law, managers, appraisers, brokers, consultants or otherwise) in one or more capacities to assist in the administration, disposition, liquidation and distribution of Trust Assets, and to pay reasonable compensation from the Trust Assets for services in as many capacities as such Person may be so appointed, engaged, employed or retained, to prescribe the titles, powers and duties, terms of service and other terms and conditions of the election, appointment, engagement, employment or retention of such Persons and, except as prohibited by law, to delegate any of the powers and duties of the Trustees to officers, agents, representatives, independent contractors, employees or other Persons, including, without limitation, the retention of the Administrator and NBC Trust Company and their respective affiliates to provide various services to the Trust and any Trust Subsidiary consistent with the types of services and compensation terms previously applicable to the Company prior to the formation of the Trust, plus a disposition fee with respect to the sale or other disposition of the Trust Assets;
(d) to retain and set aside such funds out of the Trust Corpus Assets as the Trustees shall deem necessary or expedient to pay, or provide for the payment of, of (i) unpaid claims, liabilitiesexpenses, debts or charges, Liabilities and obligations of the Trust, Trust or any Trust Subsidiaries; and (ii) contingencies, and (iii) the expenses of administering the Trust CorpusAssets;
(be) To to do and perform any and all acts or things necessary or appropriate for the conservation conservation, protection and protection realization of the value of the Trust CorpusAssets pending sale or disposition thereof or distribution thereof to the Beneficiaries;
(f) to institute, and in connection therewith to employ any agents defend, settle or representatives as the Trustees deem expedient otherwise resolve actions, judgments or claims for declaratory relief or other actions, judgments or claims and to pay reasonable compensation therefor; (c) To selltake such other action, transfer, assign, borrow against, pledge, hypothecate or deal in any other manner with any the name of the Trust Corpusor any Trust Subsidiary, in such manner or as otherwise required, as the Trustees may deem advisable necessary or desirable to enforce any instruments, contracts, agreements, causes of action, or rights relating to or forming a part of the Trust Assets;
(g) to determine conclusively from time to time the fair value of and to revalue the securities and other property of the Trust, with the assistance of independent valuation or other experts or other information as it deems necessary or appropriate;
(h) to cancel, terminate or amend any instruments, contracts, agreements, obligations, or causes of action relating to or forming a part of the Trust Assets, and to execute new instruments, contracts, agreements, obligations or causes of action notwithstanding that the terms of any such instruments, contracts, agreements, obligations, or causes of action may extend beyond the terms of the Trust;
(i) in the event any of the assets or property which is or may become a part of the Trust Assets is situated in any state or other jurisdiction in which any Trustee is not qualified to act as a Trustee, to nominate and appoint an individual or corporate trustee qualified to act in such state or other jurisdiction in connection with the assets or property situated in that state or other jurisdiction as a trustee of such assets or property and require from such trustee such security, if any, as may be designated by the Trustees, which, in the sole discretion of the Trustees may be paid out of the Trust Assets. The trustee so appointed shall have all the rights, powers, privileges and duties and shall be subject to the conditions and limitations of the Trust, except as limited by the Trustees and except where the same may be modified by the laws of such state or other jurisdiction (in which case, the laws of the state or other jurisdiction in which such trustee is acting shall prevail to the extent necessary). Such trustee shall be answerable to the Trustees herein appointed for all monies, assets and other property which may be received by it in connection with the administration of such assets or property. The Trustees hereunder may remove such trustee, with or without cause, and appoint a successor trustee at any time by the execution by the Trustees of a written instrument declaring such trustee removed from office, and specifying the effective date of removal;
(j) to cause any investments of any part of the Trust Assets to be registered and held in its name or in the names of a nominee or nominees without increase or decrease of liability with respect thereto;
(k) to (i) terminate and dissolve any entities owned by the Trust or any Trust purposeSubsidiary and (ii) form any new entities to be owned by the Trust or any Trust Subsidiary, provided that the interests in any such newly formed entities would not constitute assets prohibited this Agreement and by Revenue Procedure 82-58, 1982-2 C.B. 847 (as amplified by Revenue Procedure 91-15, 1991-1 C.B. 484), as the same may be further amended, supplemented, or modified;
(l) to perform any act authorized, permitted, or required under any instrument, contract, agreement, right, obligation, or cause of action relating to or forming a part of the Trust Assets whether in the nature of an approval, consent, demand, or notice thereunder or otherwise, unless such act would require the consent of the Beneficiaries in accordance with the express provisions of this Agreement; and
(m) adopt Bylaws not inconsistent with this Agreement providing for the conduct of the business of the Trust and to amend and repeal them.
Appears in 1 contract
Samples: Liquidating Trust Agreement (Crossroads Capital, Inc.)
Specific Powers of Trustees. Subject to the provisions of Section 6.1 hereofthe terms and conditions of this Agreement, the Trustees shall have the following specific powers in addition to any powers conferred upon them it by any other Section or provision of this Agreement or any laws of Trust or by virtue the State of any present or future statute or rule of law, in all instances without any action or consent required by the BeneficiariesMaryland; provided, however, provided that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Trustees to act as specifically authorized by any other Section or provision of this Agreement and to act in such a manner as the Trustees may deem necessary or appropriate, in their sole discretion, appropriate to conserve, protect, conserve and administer protect the Trust Corpus Assets or otherwise to confer upon on the Beneficiaries the benefits intended to be conferred upon them by this Agreement:
(a) To to determine the nature and amount of the consideration to be received with respect to the sale or other disposition of, or the grant of interest in, the Trust Assets;
(b) to collect, liquidate or otherwise convert into cash, or such other property as it deems appropriate, all property, assets and rights in the Trust Assets, and to pay, discharge, and satisfy all other claims, expenses, charges, Liabilities and obligations existing with respect to the Trust Assets, the Trust or the Trustees;
(c) to elect, appoint, engage or retain any Persons as agents, representatives or independent contractors (including without limitation real estate advisors, investment advisors, accountants, transfer agents, attorneys-at-law, managers, appraisers, brokers, or otherwise) in one or more capacities, and to pay reasonable compensation from the Trust Assets for services in as many capacities as such Person may be so elected, appointed, engaged or retained (provided that any such agreements or arrangements with a person or entity affiliated with the Trustees shall be on terms no less favorable to the Trust than those available to the Trust in similar agreements or arrangements with unaffiliated third parties, and such agreements or arrangements shall be terminable, without penalty, on 60 days prior written notice by the Trust), to prescribe the titles, powers and duties, terms of service and other terms and conditions of the election, appointment, engagement or retention of such Persons and, except as prohibited by law, to delegate any of the powers and duties of the Trustees to agents, representatives, independent contractors or other Persons, including, without limitation, the retention of Triple Net Properties, LLC and its affiliates to provide various services to the Trust consistent with the types of services and compensation terms previously applicable to the Company prior to the formation of the Trust;
(d) to retain and set aside such funds out of the Trust Corpus Assets as the Trustees shall deem necessary or expedient to pay, or provide for the payment of, of (i) unpaid claims, liabilitiesexpenses, debts or charges, Liabilities and obligations of the Trust, the Company or any Subsidiary; and (ii) contingencies, and (iii) the expenses of administering the Trust CorpusAssets;
(be) To to do and perform any and all acts or things necessary or appropriate for the conservation and protection of the Trust CorpusAssets, and in connection therewith including acts or things necessary or appropriate to employ any agents or representatives as maintain the Trust Assets held by the Trustees deem expedient pending sale or disposition thereof or distribution thereof to the Beneficiaries;
(f) to institute or defend actions or judgments for declaratory relief or other actions or judgments and to pay reasonable compensation therefor; (c) To selltake such other action, transfer, assign, borrow against, pledge, hypothecate or deal in any other manner with any the name of the Trust Corpusor the Company or as otherwise required, in such manner as the Trustees may deem advisable necessary or desirable to enforce any instruments, contracts, agreements, causes of action, or rights relating to or forming a part of the Trust Assets;
(g) to determine conclusively from time to time the value of and to revalue the securities and other property of the Trust, in accordance with independent appraisals or other information as it deems necessary or appropriate;
(h) to cancel, terminate, or amend any instruments, contracts, agreements, obligations, or causes of action relating to or forming a part of the Trust Assets, and to execute new instruments, contracts, agreements, obligations or causes of action notwithstanding that the terms of any such instruments, contracts, agreements, obligations, or causes of action may extend beyond the terms of the Trust;
(i) in the event any of the property which is or may become a part of the Trust Assets is situated in any state or other jurisdiction in which the Trustees are not qualified to act as Trustees, to nominate and appoint an individual or corporate trustee qualified to act in such state or other jurisdiction in connection with the property situated in that state or other jurisdiction as a trustee of such property and require from such trustee such security, if any, as may be designated by the Trustees, which, in the sole discretion of the Trustees may be paid out of the Trust Assets. The trustee so appointed shall have all the rights, powers, privileges and duties and shall be subject to the conditions and limitations of the Trust, except as limited by the Trustees and except where the same may be modified by the laws of such state or other jurisdiction (in which case, the laws of the state or other jurisdiction in which such trustee is acting shall prevail to the extent necessary). Such trustee shall be answerable to the Trustees herein appointed for all monies, assets and other property which may be received by it in connection with the administration of such property. The Trustees hereunder may remove such trustee, with or without cause, and appoint a successor trustee at any time by the execution by the Trustees of a written instrument declaring such trustee removed from office, and specifying the effective date of removal;
(j) to cause any investments of any part of the Trust purposeAssets to be registered and held in its name or in the names of a nominee or nominees without increase or decrease of liability with respect thereto;
(k) to terminate and dissolve any entities owned by the Trust; and
(1) to perform any act authorized, permitted, or required under any instrument, contract, agreement, right, obligation, or cause of action relating to or forming a part of the Trust Assets whether in the nature of an approval, consent, demand, or notice thereunder or otherwise, unless such act would require the consent of the Beneficiaries in accordance with the express provisions of this Agreement.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (G REIT Liquidating Trust)
Specific Powers of Trustees. Subject to the provisions of Section 6.1 hereofthe terms and conditions of this Agreement, the Trustees shall have the following specific powers in addition to any powers conferred upon them it by any other Section or provision of this Agreement or any laws of Trust or by virtue the State of any present or future statute or rule of law, in all instances without any action or consent required by the BeneficiariesOhio; provided, however, provided that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Trustees to act as specifically authorized by any other Section or provision of this Agreement and to act in such a manner as the Trustees may deem necessary or appropriate, in their sole discretion, appropriate to conserve, protect, conserve and administer protect the Trust Corpus Assets or otherwise to confer upon on the Beneficiaries the benefits intended to be conferred upon them by this Agreement:: 12
(a) To to determine the nature and amount of the consideration to be received with respect to the sale or other disposition of, or the grant of interest in, the Trust Assets; (b) to collect, liquidate or otherwise convert into cash, or such other property as it deems appropriate, all property, assets and rights in the Trust Assets, and to pay, discharge, and satisfy all other claims, expenses, charges, Liabilities and obligations existing with respect to the Trust Assets, the Trust or the Trustees; (c) to elect, appoint, engage or retain any Persons as agents, representatives or independent contractors (including without limitation real estate advisors, investment advisors, accountants, transfer agents, attorneys-at-law, managers, appraisers, brokers, or otherwise) in one or more capacities, and to pay reasonable compensation from the Trust Assets for services in as many capacities as such Person may be so elected, appointed, engaged or retained (provided that any such agreements or arrangements with a person or entity affiliated with the Trustees shall be on terms no less favorable to the Trust than those available to the Trust in similar agreements or arrangements with unaffiliated third parties, and such agreements or arrangements shall be terminable, without penalty, on 60 days prior written notice by the Trust), to prescribe the titles, powers and duties, terms of service and other terms and conditions of the election, appointment, engagement or retention of such Persons and, except as prohibited by law, to delegate any of the powers and duties of the Trustees to agents, representatives, independent contractors or other Persons, including, without limitation, the retention of FUR Advisors LLC pursuant to the Advisory Agreement; (d) to retain and set aside such funds out of the Trust Corpus Assets as the Trustees shall deem necessary or expedient to pay, or provide for the payment of, of (i) unpaid claims, liabilitiesexpenses, debts or charges, Liabilities and obligations of the Trust, the Company or any subsidiary of the Company; and (ii) contingencies, and (iii) the expenses of administering the Trust Corpus;
Assets; (be) To to do and perform any and all acts or things necessary or appropriate for the conservation and protection of the Trust CorpusAssets, and in connection therewith including acts or things necessary or appropriate to employ any agents or representatives as maintain the Trust Assets held by the Trustees deem expedient pending sale or disposition thereof or distribution thereof to the Beneficiaries; (f) to institute or defend actions or judgments for declaratory relief or other actions or judgments and to pay reasonable compensation therefor; (c) To selltake such other action, transfer, assign, borrow against, pledge, hypothecate or deal in any other manner with any the name of the Trust Corpusor the Company or as otherwise required, in such manner as the Trustees may deem advisable for necessary or desirable to enforce any instruments, contracts, agreements, causes of action, or rights relating to or forming a part of the Trust purpose;Assets; 13
Appears in 1 contract
Samples: Liquidating Trust Agreement
Specific Powers of Trustees. Subject to the provisions of Section Sections 5.2, 6.1 hereofand any other express limitation set forth herein, the Trustees shall have the following specific powers in addition to any powers conferred upon them by any other Section or provision of this Agreement or any statutory laws of Trust or by virtue the State of any present or future statute or rule of law, in all instances without any action or consent required by the BeneficiariesNew York; provided, however, that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Trustees to act as specifically authorized by any other Section or provision of this Agreement and or to act in such a manner as the Trustees may deem reasonably necessary or appropriate, in their sole discretion, appropriate to conserve, protect, conserve and administer protect the Trust Corpus Assets or otherwise to confer upon the Beneficiaries the benefits intended to be conferred upon them by this Agreement:
(a) To determine the time and manner of, and the nature and amount of the consideration to be received with respect to, any sale, assignment, transfer, conveyance or other disposition of, or the grant of interests in, the Trust Assets, or any of them, and to effect such sale, assignment, transfer, conveyance, other disposition or grant;
(b) To collect, liquidate or otherwise convert into cash, or such other property as they deem appropriate, all property, assets and rights forming a part of the Trust Assets, and to pay, discharge and satisfy all Liabilities, including Transferee Liabilities, if any, and expenses existing with respect to the Trust Assets, the Trust or the Trustees and, in their discretion, to advance money or other Trust Assets to a Trust Subsidiary to enable such Trust Subsidiary to pay its Liabilities;
(c) To elect, appoint, engage, retain or employ any Person as agent, epresentative, employee or independent contractor (including any investment advisor, accountant, transfer agent, attorney-at-law, broker or otherwise) in one or more capacities, and to pay compensation from the Trust Assets for services in as many capacities as such Person may be so elected, appointed, engaged, retained or employed; to prescribe the titles, powers and duties, terms of service and other terms and conditions of the election, appointment, engagement, retention or employment of such Person; and, except as prohibited by law, to delegate any of the powers and duties of the Trustees to any one or more Trustees, agents, representatives, employees, independent contractors or other Persons;
(d) The Trustees may (i) purchase and sell securities through any financial services firm of which any individual Trustee is a partner, member, officer or employee (or that is owned by or affiliated with any corporate Trustee) and pay the firm's usual commissions on such transactions; (ii) appoint any such firm as custodian (unless a corporate Trustee is acting) and pay the firm's usual fees for such services; and (iii) retain any such firm as an investment adviser or general agent and pay the firm's usual fees for such services. Any individual Trustee who is a partner, member, officer, or employee of any such firm shall be entitled to receive in such capacity his share of the compensation and fees paid by the Trust to such firm to the same extent as if he were not a Trustee and without any liability to any Beneficiary;
(e) To retain and set aside such funds out of the Trust Corpus Assets as the Trustees shall deem necessary or expedient to pay and to pay, or provide for the payment of, (i) unpaid claimsLiabilities, liabilitiesincluding Transferee Liabilities, debts or obligations if any, of the Trust, (ii) contingencies, and (iii) the expenses of administering the Trust Corpusand the Trust Assets;
(bf) To hold legal title to the Trust Assets in the name of the Trust, or in the name of one or more of the Trustees, or of any other Person, without disclosure of the interest of the Trust therein; to cause any investments of any part of the Trust Assets to be registered and held in the name of any one or more of their names or in the name of a nominee or nominees without increase or decrease of any obligation with respect thereto;
(g) To institute or defend actions or declaratory judgments or other actions, arbitrations or mediations and to take such other action, in the name of the Trust or as otherwise required, as the Trustees may deem necessary or desirable to protect and enforce the rights vested in the Trustees to the Trust Assets and to enforce any instruments, contracts, agreements, causes of action or rights relating to or forming a part of the Trust Assets, including the Investment Contracts;
(h) To determine conclusively from time to time the value of and to revalue the securities and other property and assets of the Trust, in accordance with independent appraisals or other information as they deem satisfactory;
(i) To cancel, terminate or amend any instrument, contract (including any Investment Contract), agreement or obligation relating to or forming a part of the Trust Assets, and to execute new instruments, contracts, agreements or obligations notwithstanding that the terms of any such instrument, contract, agreement or obligation may extend beyond the terms of the Trust; provided that no such new instrument, contract, agreement or obligation shall permit the Trustees to engage in any activity prohibited by any provision of Section 6.1;
(j) To vote by proxy or otherwise on behalf of the Beneficiaries and with full power of substitution all shares of stock and all securities (including Investment Securities) held by the Trustees hereunder and to exercise every power, election, discretion, option and subscription right and give every notice, make every demand and to do every act or thing in respect to any shares of stock or any securities (including Investment Securities) held by the Trustees which the Trustees might or could do if they were the absolute owners thereof, subject to the provisions of Section 6.1;
(k) To undertake or join in or consent to any merger, plan of reorganization, consolidation, liquidation, dissolution, readjustment or other transaction of any Person, any of whose shares of stock or other securities (including Investment Securities), partnership, membership or other interests, obligations or properties may at any time constitute a part of the Trust Assets or part of the assets of any Trust Subsidiary, and to accept the substituted shares of stock, bonds, securities, partnership, membership or other interests, obligations, properties and assets and to hold the same in trust in accordance with the provisions hereof;
(l) In connection with the sale or other disposition or distribution of any securities (including Investment Securities) held by the Trustees, to comply with the Securities Act and applicable state securities laws, and to enter into agreements relating to the sale or other disposition or distribution thereof;
(m) To authorize transactions between corporations or other Persons whose securities (including Investment Securities), or other interests therein (either in the nature of debt or equity), are held by the Trustees as part of the Trust Assets, subject to the provisions of Sections 5.2 and 6.1;
(n) To perform any act or obligation authorized, permitted or required, or exercise or waive any right, under any instrument, contract (including any Investment Contract), agreement, right or obligation relating to or forming a part of the Trust Assets, whether in the nature of an approval, consent, demand or notice thereunder or otherwise, unless such act would require the consent of the Beneficiaries in accordance with the express provisions of this Agreement, or is prohibited by any provision of Section 6.1;
(o) To assign, transfer, convey or otherwise dispose of any right (including any Purchase Right) under any instrument, contract (including any Investment Contract), agreement or right relating to or forming a part of the Trust Assets to any Person, including any Trustee or any affiliate of any Trustee or of the Company, for such value as the Trustees may in good faith deem appropriate;
(p) In the event any of the proxxxxx xx xssets which is or may become a part of the Trust Assets is situated in any state or other jurisdiction in which the Trustees are not qualified to act as Trustees, to nominate and appoint an individual or corporate trustee qualified to act in such state or other jurisdiction in connection with the property or assets situated in that state or other jurisdiction as a trustee of such property or assets and require from such trustee such security as may be designated by the Trustees. The trustee so appointed shall have all the rights, powers, privileges and duties and shall be subject to the conditions and limitations of the Trust and this Agreement, except as limited by the Trustees and except where the same may be modified by the laws of such state or other jurisdiction (in which case, the laws of the state or other jurisdiction in which such trustee is acting shall prevail to the extent necessary). Such trustee shall be answerable to the Trustees herein appointed for all monies, properties and other assets which may be received by it in connection with the administration of such property or assets. The Trustees hereunder may remove such trustee, with or without cause, and appoint a successor trustee at any time by the execution by the Trustees of a written instrument declaring such trustee removed from office, and specifying the effective date of removal; and
(q) To do and perform perform, or refrain from doing or performing, any and all acts or things necessary or appropriate for the conservation and protection of the Trust CorpusAssets, and in connection therewith including acts or things necessary or appropriate to employ any agents or representatives as maintain Trust Assets held by the Trustees deem expedient and pending sale or other disposition thereof or distribution thereof to pay reasonable compensation therefor; (c) To sellthe Beneficiaries, transfer, assign, borrow against, pledge, hypothecate or deal in any other manner with any to carry out the purposes of the Trust Corpusand this Agreement, in such manner subject to the provisions of Sections 5.2, 6.1 and the other express provisions of this Agreement, as if the Trustees may deem advisable for any Trust purpose;were the absolute owner thereof.
Appears in 1 contract
Specific Powers of Trustees. Subject to the provisions of Section Sections 5.2, 6.1 hereofand any other express limitation set forth herein, the Trustees shall have the following specific powers in addition to any powers conferred upon them by any other Section or provision of this Agreement or any statutory laws of Trust or by virtue the State of any present or future statute or rule of law, in all instances without any action or consent required by the BeneficiariesNew York; provided, however, that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Trustees to act as specifically authorized by any other Section or provision of this Agreement and or to act in such a manner as the Trustees may deem reasonably necessary or appropriate, in their sole discretion, appropriate to conserve, protect, conserve and administer protect the Trust Corpus Assets or otherwise to confer upon the Beneficiaries the benefits intended to be conferred upon them by this Agreement:
(a) To determine the time and manner of, and the nature and amount of the consideration to be received with respect to, any sale, assignment, transfer, conveyance or other disposition of, or the grant of interests in, the Trust Assets, or any of them, and to effect such sale, assignment, transfer, conveyance, other disposition or grant;
(b) To collect, liquidate or otherwise convert into cash, or such other property as they deem appropriate, all property, assets and rights forming a part of the Trust Assets, and to pay, discharge and satisfy all Liabilities, including Transferee Liabilities, if any, and expenses existing with respect to the Trust Assets, the Trust or the Trustees and, in their discretion, to advance money or other Trust Assets to a Trust Subsidiary to enable such Trust Subsidiary to pay its Liabilities;
(c) To elect, appoint, engage, retain or employ any Person as agent, representative, employee or independent contractor (including any investment advisor, accountant, transfer agent, attorney-at-law, broker or otherwise) in one or more capacities, and to pay compensation from the Trust Assets for services in as many capacities as such Person may be so elected, appointed, engaged, retained or employed; to prescribe the titles, powers and duties, terms of service and other terms and conditions of the election, appointment, engagement, retention or employment of such Person; and, except as prohibited by law, to delegate any of the powers and duties of the Trustees to any one or more Trustees, agents, representatives, employees, independent contractors or other Persons;
(d) The Trustees may (i) purchase and sell securities through any financial services firm of which any individual Trustee is a partner, member, officer or employee (or that is owned by or affiliated with any corporate Trustee) and pay the firm's usual commissions on such transactions; (ii) appoint any such firm as custodian (unless a corporate Trustee is acting) and pay the firm's usual fees for such services; and (iii) retain any such firm as an investment adviser or general agent and pay the firm's usual fees for such services. Any individual Trustee who is a partner, member, officer, or employee of any such firm shall be entitled to receive in such capacity his share of the compensation and fees paid by the Trust to such firm to the same extent as if he were not a Trustee and without any liability to any Beneficiary;
(e) To retain and set aside such funds out of the Trust Corpus Assets as the Trustees shall deem necessary or expedient to pay and to pay, or provide for the payment of, (i) unpaid claimsLiabilities, liabilitiesincluding Transferee Liabilities, debts or obligations if any, of the Trust, (ii) contingencies, and (iii) the expenses of administering the Trust Corpusand the Trust Assets;
(bf) To hold legal title to the Trust Assets in the name of the Trust, or in the name of one or more of the Trustees, or of any other Person, without disclosure of the interest of the Trust therein; to cause any investments of any part of the Trust Assets to be registered and held in the name of any one or more of their names or in the name of a nominee or nominees without increase or decrease of any obligation with respect thereto;
(g) To institute or defend actions or declaratory judgments or other actions, arbitrations or mediations and to take such other action, in the name of the Trust or as otherwise required, as the Trustees may deem necessary or desirable to protect and enforce the rights vested in the Trustees to the Trust Assets and to enforce any instruments, contracts, agreements, causes of action or rights relating to or forming a part of the Trust Assets, including the Investment Contracts;
(h) To determine conclusively from time to time the value of and to revalue the securities and other property and assets of the Trust, in accordance with independent appraisals or other information as they deem satisfactory;
(i) To cancel, terminate or amend any instrument, contract (including any Investment Contract), agreement or obligation relating to or forming a part of the Trust Assets, and to execute new instruments, contracts, agreements or obligations notwithstanding that the terms of any such instrument, contract, agreement or obligation may extend beyond the terms of the Trust; provided that no such new instrument, contract, agreement or obligation shall permit the Trustees to engage in any activity prohibited by any provision of Section 6.1;
(j) To vote by proxy or otherwise on behalf of the Beneficiaries and with full power of substitution all shares of stock and all securities (including Investment Securities) held by the Trustees hereunder and to exercise every power, election, discretion, option and subscription right and give every notice, make every demand and to do every act or thing in respect to any shares of stock or any securities (including Investment Securities) held by the Trustees which the Trustees might or could do if they were the absolute owners thereof, subject to the provisions of Section 6.1;
(k) To undertake or join in or consent to any merger, plan of reorganization, consolidation, liquidation, dissolution, readjustment or other transaction of any Person, any of whose shares of stock or other securities (including Investment Securities), partnership, membership or other interests, obligations or properties may at any time constitute a part of the Trust Assets or part of the assets of any Trust Subsidiary, and to accept the substituted shares of stock, bonds, securities, partnership, membership or other interests, obligations, properties and assets and to hold the same in trust in accordance with the provisions hereof;
(l) In connection with the sale or other disposition or distribution of any securities (including Investment Securities) held by the Trustees, to comply with the Securities Act and applicable state securities laws, and to enter into agreements relating to the sale or other disposition or distribution thereof;
(m) To authorize transactions between corporations or other Persons whose securities (including Investment Securities), or other interests therein (either in the nature of debt or equity), are held by the Trustees as part of the Trust Assets, subject to the provisions of Sections 5.2 and 6.1;
(n) To perform any act or obligation authorized, permitted or required, or exercise or waive any right, under any instrument, contract (including any Investment Contract), agreement, right or obligation relating to or forming a part of the Trust Assets, whether in the nature of an approval, consent, demand or notice thereunder or otherwise, unless such act would require the consent of the Beneficiaries in accordance with the express provisions of this Agreement, or is prohibited by any provision of Section 6.1;
(o) To assign, transfer, convey or otherwise dispose of any right (including any Purchase Right) under any instrument, contract (including any Investment Contract), agreement or right relating to or forming a part of the Trust Assets to any Person, including any Trustee or any affiliate of any Trustee or of the Company, for such value as the Trustees may in good faith deem appropriate;
(p) In the event any of the prxxxxxx xx assets which is or may become a part of the Trust Assets is situated in any state or other jurisdiction in which the Trustees are not qualified to act as Trustees, to nominate and appoint an individual or corporate trustee qualified to act in such state or other jurisdiction in connection with the property or assets situated in that state or other jurisdiction as a trustee of such property or assets and require from such trustee such security as may be designated by the Trustees. The trustee so appointed shall have all the rights, powers, privileges and duties and shall be subject to the conditions and limitations of the Trust and this Agreement, except as limited by the Trustees and except where the same may be modified by the laws of such state or other jurisdiction (in which case, the laws of the state or other jurisdiction in which such trustee is acting shall prevail to the extent necessary). Such trustee shall be answerable to the Trustees herein appointed for all monies, properties and other assets which may be received by it in connection with the administration of such property or assets. The Trustees hereunder may remove such trustee, with or without cause, and appoint a successor trustee at any time by the execution by the Trustees of a written instrument declaring such trustee removed from office, and specifying the effective date of removal; and
(q) To do and perform perform, or refrain from doing or performing, any and all acts or things necessary or appropriate for the conservation and protection of the Trust CorpusAssets, and in connection therewith including acts or things necessary or appropriate to employ any agents or representatives as maintain Trust Assets held by the Trustees deem expedient and pending sale or other disposition thereof or distribution thereof to pay reasonable compensation therefor; (c) To sellthe Beneficiaries, transfer, assign, borrow against, pledge, hypothecate or deal in any other manner with any to carry out the purposes of the Trust Corpusand this Agreement, in such manner subject to the provisions of Sections 5.2, 6.1 and the other express provisions of this Agreement, as if the Trustees may deem advisable for any Trust purpose;were the absolute owner thereof.
Appears in 1 contract
Specific Powers of Trustees. Subject to the provisions of Section 6.1 hereofthe terms and conditions of this Agreement, the Trustees shall have the following specific powers in addition to any and all powers conferred upon them by any other Section or provision of this Agreement or any laws of Trust or by virtue the State of any present or future statute or rule of law, in all instances without any action or consent required by the BeneficiariesMaryland; provided, however, provided that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Trustees to act as specifically authorized by any other Section or provision of this Agreement and to act in such a manner as the Trustees may deem necessary or appropriate, in their sole discretion, appropriate to conserve, protect, conserve and administer protect the Trust Corpus Assets and the Holdco Assets or otherwise to confer upon on the Beneficiaries the benefits intended to be conferred upon them by this Agreement:
(a) To to determine the nature and amount of the consideration to be received with respect to the sale or other disposition of, or the grant of any interest in, the Trust Assets and the Holdco Assets;
(b) to collect, liquidate, finance or refinance or otherwise convert into cash, or such other property as they deem appropriate, all property, assets and rights in the Trust Assets and/or the Holdco Assets, and to pay, discharge, and satisfy all other claims, expenses, charges, Liabilities and obligations existing with respect to the Trust Assets, the Holdco Assets, the Trust or the Trustees;
(c) to elect, appoint, engage, retain or employ any Persons as officers, agents, representatives, employees or independent contractors (including, without limitation, investment advisors, accountants, transfer agents, attorneys-at-law, managers, appraisers, brokers, or otherwise) in one or more capacities, and to pay reasonable compensation from the Trust Assets or the Holdco Assets for services in as many capacities as such Person may be so elected, appointed, engaged, employed or retained, to prescribe the titles, powers and duties, terms of service and other terms and conditions of the election, appointment, engagement, employment or retention of such Persons and, except as prohibited by law, to delegate any of the powers and duties of the Trustees to officers, agents, representatives, independent contractors, employees or other Persons, including, without limitation, the retention of the Advisor and its affiliates to provide various services to the Trust and the Subsidiaries owned by it consistent with the types of services and compensation terms previously applicable to the Company prior to the formation of the Trust;
(d) to retain and set aside such funds out of the Trust Corpus Assets or the Holdco Assets as the Trustees shall deem necessary or expedient to pay, or provide for the payment of, of (i) unpaid claims, liabilities, debts or obligations Liabilities of the Trust, Trust or any Trust Subsidiary; and (ii) contingencies, and (iii) the expenses of administering the Trust CorpusAssets and the Holdco Assets;
(be) To to do and perform any and all acts necessary or appropriate for the conservation, protection and realization of value of the Trust Assets and the Holdco Assets, including, without limitation, acts or things necessary or appropriate to maintain the Trust Assets and the Holdco Assets held by the Trustees pending sale or disposition thereof or distribution thereof to the Beneficiaries;
(f) to institute, defend, settle or otherwise resolve actions, judgments or claims for declaratory relief or other actions, judgments or claims and to take such other action, in the conservation and protection name of the Trust Corpusor any Trust Subsidiary or as otherwise required, and in connection therewith to employ any agents or representatives as the Trustees deem expedient and to pay reasonable compensation therefor; (c) To sell, transfer, assign, borrow against, pledge, hypothecate or deal in any other manner with any of the Trust Corpus, in such manner as the Trustees may deem advisable necessary or desirable to enforce any instruments, contracts, agreements, causes of action, or rights relating to or forming a part of the Trust Assets or the Holdco Assets;
(g) to determine conclusively from time to time the value of and to revalue the securities and other property of the Trust and the Trust Subsidiaries in accordance with independent appraisals or other information as the Trustees deem necessary or appropriate;
(h) to cancel, terminate or amend any instruments, contracts, agreements, obligations, or causes of action relating to or forming a part of the Trust Assets or the Holdco Assets, and to execute new instruments, contracts, agreements, obligations or causes of action notwithstanding that the terms of any such instruments, contracts, agreements, obligations, or causes of action may extend beyond the term of the Trust;
(i) in the event any of the property that is or may become a part of the Trust Assets or the Holdco Assets is situated in any state or other jurisdiction in which the Trustees are not qualified to act as Trustees, (i) to nominate and appoint an individual or corporate trustee qualified to act in such state or other jurisdiction in connection with the property situated in that state or other jurisdiction as a trustee of such property and require from such trustee such security, if any, as may be designated by the Trustees, which, in the sole discretion of the Trustees, may be paid out of the Trust Assets or the Holdco Assets, (ii) the trustee so appointed in accordance with clause (i) shall have all the rights, powers, privileges and duties and shall be subject to the conditions and limitations of the Trust, except as limited by the Trustees and except where the same may be modified by the laws of such state or other jurisdiction (in which case, the laws of the state or other jurisdiction in which such trustee is acting shall prevail to the extent necessary), (iii) such trustee shall be answerable to the Trustees herein appointed for all monies, assets and other property which may be received by it in connection with the administration of such property, and (iv) the Trustees hereunder may remove such trustee, with or without cause, and appoint a successor trustee at any time by the execution by the Trustees of a written instrument declaring such trustee removed from office, and specifying the effective date of removal;
(j) to cause any investments of any part of the Trust Assets or the Holdco Assets to be registered and held in its name or in the names of a nominee or nominees without increase or decrease of liability with respect thereto;
(k) to (i) terminate and dissolve any entities owned by the Trust or any Trust purposeSubsidiary and (ii) form any new entities to be owned by the Trust or any Trust Subsidiary; provided that the interests in any such newly formed entities would not constitute assets prohibited by Revenue Procedure 82-58, 1982-2 C.B. 847 (as amplified by Revenue Procedure 91-15, 1991-1 C.B. 484), as the same may be further amended, supplemented, or modified;
(l) to perform any act authorized, permitted, or required under any instrument, contract, agreement, right, obligation, or cause of action relating to or forming a part of the Trust Assets or the Holdco Assets whether in the nature of an approval, consent, demand, or notice thereunder or otherwise, unless such act would require the consent of the Beneficiaries in accordance with the express provisions of this Agreement; and
(m) to adopt Bylaws not inconsistent with this Agreement providing for the conduct of the business of the Trust and to amend and repeal them.
Appears in 1 contract
Specific Powers of Trustees. Subject to the provisions of Section 6.1 hereofthe terms and conditions of this Agreement, the Trustees shall have the following specific powers in addition to any and all powers conferred upon them by any other Section or provision of this Agreement or any laws of Trust or by virtue the State of any present or future statute or rule of law, in all instances without any action or consent required by the BeneficiariesMaryland; provided, however, provided that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Trustees to act as specifically authorized by any other Section or provision of this Agreement and to act in such a manner as the Trustees may deem necessary or appropriate, in their sole discretion, appropriate to conserve, protect, conserve and administer protect the Trust Corpus Assets and the Holdco Assets or otherwise to confer upon on the Beneficiaries the benefits intended to be conferred upon them by this Agreement:
(a) To to determine the nature and amount of the consideration to be received with respect to the sale or other disposition of, or the grant of interest in, the Trust Assets and/or the Holdco Assets;
(b) to collect, liquidate, finance or refinance or otherwise convert into cash, or such other property as it deems appropriate, all property, assets and rights in the Trust Assets and/or the Holdco Assets, and to pay, discharge, and satisfy all other claims, expenses, charges, Liabilities and obligations existing with respect to the Trust Assets, the Holdco Assets, the Trust or the Trustees;
(c) to elect, appoint, engage, retain or employ any Persons as officers, agents, representatives, employees or independent contractors (including without limitation investment advisors, accountants, transfer agents, attorneys-at-law, managers, appraisers, brokers, or otherwise) in one or more capacities, and to pay reasonable compensation from the Trust Assets or the Holdco Assets for services in as many capacities as such Person may be so elected, appointed, engaged, employed or retained, to prescribe the titles, powers and duties, terms of service and other terms and conditions of the election, appointment, engagement, employment or retention of such Persons and, except as prohibited by law, to delegate any of the powers and duties of the Trustees to officers, agents, representatives, independent contractors, employees or other Persons, including, without limitation, the retention of Advisor and its affiliates to provide various services to the Trust and the Subsidiaries owned by it consistent with the types of services and compensation terms previously applicable to the Company prior to the formation of the Trust, plus a disposition fee with respect to the sale or other disposition of the Trust Assets and/or the Holdco Assets;
(d) to retain and set aside such funds out of the Trust Corpus Assets or the Holdco Assets as the Trustees shall deem necessary or expedient to pay, or provide for the payment of, of (i) unpaid claims, liabilities, debts or obligations Liabilities of the Trust, Trust or any Trust Subsidiary; and (ii) contingencies, and (iii) the expenses of administering the Trust CorpusAssets;
(b) To do and perform any acts or things necessary or appropriate for the conservation and protection of the Trust Corpus, and in connection therewith to employ any agents or representatives as the Trustees deem expedient and to pay reasonable compensation therefor; (c) To sell, transfer, assign, borrow against, pledge, hypothecate or deal in any other manner with any of the Trust Corpus, in such manner as the Trustees may deem advisable for any Trust purpose;
Appears in 1 contract
Samples: Master Combination Agreement (NorthStar Real Estate Income II, Inc.)
