Termination of Liquidating Trust Sample Clauses

Termination of Liquidating Trust. The Liquidating Trustee shall be discharged, the Liquidating Trust shall be terminated, and the Liquidating Trustee shall begin to take action to dissolve the Liquidating Debtors, upon the earlier to occur of: (i) all of the Liquidating Trust Assets having been distributed under the Plan or (ii) the Liquidating Trustee determining, in its sole discretion, that the administration of the Liquidating Trust Assets is not likely to yield sufficient additional proceeds to justify further pursuit and taking the steps set forth herein to terminate the Liquidating Trust and dissolve the Liquidating Debtors; provided, however, that in no event shall the Liquidating Trust be terminated later than the term of the Liquidating Trust under Section 10.2 of this Liquidating Trust Agreement, as such term may be extended pursuant to Section 10.2. If at any time the Liquidating Trustee determines, in reliance upon such professionals as the Liquidating Trustee may retain, that the expense of administering the Liquidating Debtors’ assets, including the making of a final Distribution to Holders of Allowed Claims against the Liquidating Debtors, is likely to exceed the value of the Liquidating Trust Assets remaining in the Liquidating Trust, the Liquidating Trustee may apply to the Bankruptcy Court for authority to reserve any amounts necessary to terminate the Liquidating Trust and dissolve the Liquidating Debtors. Article V(M) of the Plan shall apply to any undistributed funds of the Liquidating Trust.
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Termination of Liquidating Trust. The Liquidating Trust will terminate on the earlier of (a) the date of the final distribution of all of the Liquidating Trust Assets in accordance with the terms of this Agreement, the Plan and applicable law; and (b) the third (3rd) anniversary of the Transfer Time. Notwithstanding the foregoing, to the extent any Liquidating Trust Asset includes one or more obligations that are payable over a period that ends after the third (3rd) anniversary of the Transfer Time, the Trustee may extend the term of the Liquidating Trust for multiple fixed-term periods as is reasonably necessary to collect on such obligations and make distributions in respect thereof, but only with respect to such obligations. The aggregate of all such extensions shall not exceed three (3) years, unless the Trustees receive a favorable ruling from the IRS that any further extension would not adversely affect the status of the Liquidating Trust as a liquidating trust within the meaning of Treasury Regulations Section 301.7701-4(d) for federal income tax purposes. The Trustees shall not unduly prolong the duration of the Liquidating Trust and shall at all times endeavor to resolve, settle or otherwise dispose of all claims that constitute Liquidating Trust Assets and to effect the timely distribution of the Liquidating Trust Assets to the Beneficiaries in accordance with the terms hereof and terminate the Liquidating Trust as soon as reasonably practicable.
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Termination of Liquidating Trust. ‌ . The Liquidating Trustee shall be discharged of its duties, and the Liquidating Trust and shall be dissolved and terminated on the date on which both if the Liquidating Trustee has administered all of the Liquidating Trust Assets and performed all other duties required by this Agreement.
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Termination of Liquidating Trust. The TrusteeLiquidating Trustees shall be discharged and the Liquidating Trust shall be terminated, at such time as: (A) (i) all of the Liquidating Trust Assets have been liquidated, ( and all Liquidating Trust Obligations have been fulfilled, (ii) all duties and obligations of the TrusteeLiquidating Trust Board hereunder have been fulfilled, (iii) all distributions required to be made by the TrusteeLiquidating Trust Board under the Plan and this Agreement have been made, and (iv) the Chapter 11 Cases of the Debtors have been closed; or (B) Trusteethe Liquidating Trust Board unanimously determines in his or herits reasonable judgment that the Liquidating Trust lacks sufficient assets and financial resources, after reasonable collection efforts, to complete the duties and powers assigned to him or her under the Plan, the Confirmation Order and/or this Agreement.
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Termination of Liquidating Trust. The Liquidating Trust will terminate on the earlier of (a) thirty (30) days after the full and final Distribution of the Trust Assets or proceeds thereof in accordance with the terms of this Trust Agreement and the Plan, and (b) the fifth (5th) anniversary of the Effective Date; provided, however, that within six months of the fifth (5th) anniversary of the Effective Date, the Court, upon a motion by the Liquidating Trustee or any party in interest, may extend the term of the Liquidating Trust for an additional term of not more than five (5) years if it is necessary for the liquidation of the Trust Assets. Multiple extensions may be obtained so long as Court approval is obtained within six months of the beginning of each such extended term. Notwithstanding the foregoing, the Liquidating Trustee shall not unduly prolong the duration of the Liquidating Trust and shall at all times endeavor to resolve, settle or otherwise dispose of all property and Claims that constitute Trust Assets and to effect the full and final Distribution of the Trust Assets to the Trust Holders in accordance with the terms hereof and the Plan and, thereafter, terminate the Liquidating Trust as soon as practicable.
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Termination of Liquidating Trust. The Liquidating Trust will terminate on the earlier of: (a) thirty (30) days after the final distribution of all of the Liquidating Trust Assets in accordance with the terms of this Trust Agreement and the Plan; or (b) the fifth (5/th/) anniversary of the Effective Date. Notwithstanding the foregoing, multiple fixed-term extensions can be obtained so long as Bankruptcy Court approval upon motion and a showing that such extension is necessary to facilitate or complete the recovery and liquidation of the Liquidation Trust Assets is obtained
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Termination of Liquidating Trust. The Liquidating Trustee shall be discharged and the Liquidating Trust shall be terminated, at such time as: (a) all Disputed Claims have been resolved; (b) all duties and obligations of the Liquidating Trustee under this Agreement have been fulfilled; (c) all Distributions required under the Plan and this Agreement have been made; and (d) the Debtors’ Chapter 11 Cases have been closed; provided, however, that in no event shall the Liquidating Trust be dissolved later than five (5) years from the Effective Date unless the Bankruptcy Court, upon motion within the six-month period prior to the fifth anniversary (or the end of any extension period approved by the Bankruptcy Court), determines that a fixed period extension not to exceed one (1) year is necessary to facilitate or complete the recovery and liquidation of the Liquidating Trust Assets. Upon dissolution of the Liquidating Trust, any remaining Liquidating Trust Assets that exceed the amounts required to be paid under the Plan may be transferred by the Liquidating Trustee to a charitable organization(s).
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Termination of Liquidating Trust. The Liquidating Trust will terminate on the earlier of (a) sixty (60) days after the final distribution of the Liquidating Trust Assets in accordance with the terms of this Liquidating Trust Agreement and the Plan; and (b) the fifth (5th) anniversary of the Effective Date; provided, however, that, on or prior to a date less than six (6) months prior to such termination, the Bankruptcy Court, upon motion by a party in interest, may extend the term of the Liquidating Trust if it is necessary to the liquidation of the Liquidating Trust Assets (in a manner that would maximize the value of such assets). Notwithstanding the foregoing, multiple extensions can be obtained so long as Bankruptcy Court approval is obtained on a date within the period six (6) months prior to the expiration of each extended term. The aggregate of all such extensions shall not exceed three (3) years, unless the Liquidating Trustee receives a favorable ruling from the IRS that any further extension would not adversely affect the status of the Liquidating Trust as a liquidating trust within the meaning of Treas. Reg. § 301.7701-4(d) for federal income tax purposes. The Liquidating Trustee shall not unreasonably prolong the duration of the Liquidating Trust and shall at all times endeavor to resolve, settle or otherwise dispose of all claims that constitute Liquidating Trust Assets and to effect the distribution of the Liquidating Trust Assets to the holders of the Liquidating Trust Interests in accordance with the terms hereof and terminate the Liquidating Trust as soon as practicable. Prior to and upon termination of the Liquidating Trust, the Liquidating Trust Assets will be distributed to the holders of Liquidating Trust Interests, pursuant to the provisions set forth in the Plan.
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Termination of Liquidating Trust 
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Related to Termination of Liquidating Trust

  • Termination and Liquidation 4.1 If, at any time:

  • Dissolution Termination and Liquidation 30 Section 8.1. Dissolution and Termination 30 Section 8.2. Liquidator 30 Section 8.3. Liquidation of the Company 31 Section 8.4. Cancellation of Certificate of Formation 32 Section 8.5. Return of Contributions 32 Section 8.6. Waiver of Partition 32 ARTICLE IX AMENDMENT OF AGREEMENT 32 Section 9.1. General 32 Section 9.2. Super-Majority Amendments 33 Section 9.3. Amendments to be Adopted Solely by the Manager 33 Section 9.4. Certain Amendment Requirements 34

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2

  • Dissolution Liquidation and Termination of the Company 18 Section 11.1 Dissolution 18 Section 11.2 Liquidation and Termination 18 Section 11.3 Payment of Debts 18 Section 11.4 Debts to Members 19 Section 11.5 Remaining Distribution 19 Section 11.6 Reserve 19 Section 11.7 Final Accounting 19 ARTICLE XII MISCELLANEOUS 20 Section 12.1 Relationship of the Parties 20 Section 12.2 Performance by the Company 20 Section 12.3 Agreement for Further Execution 20 Section 12.4 Notices 20 ANNEX A Definitions ANNEX B Representations and Warranties of the Members ANNEX C Employment and Secondment Matters PP Disclosure Schedule GEOSP Disclosure Schedule EXHIBIT 1 Membership Interests EXHIBIT 2 Allocation and Capital Account Provisions EXHIBIT 3 Strategic Plan and 1999 Operating Plan EXHIBIT 4 GE Company Policies EXHIBIT 5 Form of Contribution Agreement EXHIBIT 6 Form of Promissory Note and Security Agreement EXHIBIT 7 Form of GE Trademark and Tradename Agreement EXHIBIT 8 Form of PP Trademark Agreement EXHIBIT 9 Form of Distributor Agreement AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GE FUEL CELL SYSTEMS, L.L.C. A Delaware Limited Liability Company THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "LLC Agreement") is made and entered into on the 3rd day of February, 1999, by and between GE ON-SITE POWER, INC., a Delaware corporation ("GEOSP"), a wholly owned subsidiary of GENERAL ELECTRIC COMPANY ("GE"), which is controlled by GE's Power Systems business ("GEPS"), having offices at Xxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, and PLUG POWER, L.L.C., a Delaware limited liability company ("PP"), having offices at 000 Xxxxxx-Xxxxxx Xxxx, Xxxxxx, New York 12110 (GEOSP and PP, collectively the "Members" and each individually, a "Member"), to join together to operate a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions set forth in this LLC Agreement.

  • Dissolution and Liquidation (Check One)

  • Dissolution Winding Up and Termination (a) On the occurrence of a Dissolution Event, the Board shall act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows:

  • Termination of Trust Section 9.01

  • Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:

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