Common use of Transfer of Assets and Rights to the Liquidating Trustee Clause in Contracts

Transfer of Assets and Rights to the Liquidating Trustee. (a) As of the Effective Date, (i) each of the Debtors, as authorized by the Plan, hereby transfers, assigns, and delivers to the Liquidating Trustee, without recourse, all of its respective rights, title, and interests in and to the Liquidating Trust Assets free and clear of any and all Liens, Claims (other than Claims in the nature of setoff or recoupment), encumbrances or interests of any kind in such property of any other Person or entity (including all Liens, Claims, encumbrances or interests of the Debtors’ creditors that were eliminated under the Plan) and (ii) to the extent legally permissible, the Debtors and the Committee hereby transfer, assign, and deliver to the Liquidating Trustee and the Plan Advisory Committee, without waiver, all of their respective rights, title and interests in and to any attorney-client privilege, work-product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) associated with the Liquidating Trust Assets (collectively, “Privileges”), which shall vest in the Liquidating Trustee and the Plan Advisory Committee, in trust, and, consistent with section 1123(b)(3)(B) of the Bankruptcy Code, for the benefit of the Liquidating Trust Beneficiaries. None of the foregoing transfers to the Liquidating Trustee and the Plan Advisory Committee shall constitute a merger or consolidation of any of the Estates or any of their Causes of Action, each of which shall retain its separateness following the transfer for all purposes relevant to the prosecution thereof except as otherwise consolidated pursuant to the Plan or other action by the Debtors as contemplated and/or authorized by the Plan (including, without limitation, Section 6.6(e) thereof). (b) On or as promptly as practicable after the Effective Date, the Debtors shall (i) deliver or cause to be delivered to the Liquidating Trustee any and all documents in connection with the Liquidating Trust Assets (including those maintained in electronic format and original documents) whether held by the Debtors, the Committee, their respective employees, agents, advisors, attorneys, accountants, or any other professionals and (ii) provide reasonable access to such employees of the Debtors, or their agents, advisors, attorneys, accountants or any other professionals hired by the Debtors or the Committee with knowledge of matters relevant to the Liquidating Trust Assets subject to these professionals’ rights to compensation. Upon the reasonable request of the Liquidating Trustee, to the extent permitted by law, the Debtors and the Committee shall provide the Liquidating Trustee with a list of all documents in connection with the Liquidating Trust Assets known to it but not held by it or any of its employees, agents, advisors, attorneys, accountants or any other professionals. Such list shall contain a description of each document, to the extent feasible and permitted by law, as well as the name of the entity or Person holding such document. (c) At any time and from time to time on and after the Effective Date, the Debtors and the Committee to the extent in existence, agree (i) at the reasonable request of the Liquidating Trustee to execute and/or deliver any instruments, documents, books, and records (including those maintained in electronic format and original documents as may be needed); (ii) to take, or cause to be taken, all such further actions as the Liquidating Trustee may reasonably request in order to evidence or effectuate the transfer of the Liquidating Trust Assets and the Privileges to the Liquidating Trustee (and, in the case of the Privileges, the Plan Advisory Committee) and the consummation of the transactions contemplated hereby and by the Plan and to otherwise carry out the intent of the parties hereunder and under the Plan; and (iii) to cooperate with the Liquidating Trustee in the prosecution of the Liquidating Trust Assets.

Transfer of Assets and Rights to the Liquidating Trustee. (a) As of the Effective Date, (i) each of the Debtors, as authorized by the Plan, hereby transfers, assigns, and delivers to the Liquidating Trustee, without recourse, all of its respective rights, title, and interests in and to the Liquidating Trust Assets free and clear of any and all Liens, Claims (other than Claims in the nature of setoff or recoupment), encumbrances or interests of any kind in such property of any other Person or entity (including all Liens, Claims, encumbrances or interests of the Debtors’ creditors that were eliminated under the Plan) and (ii) to the extent legally permissible, the Debtors and the Committee hereby transfer, assign, and deliver to the Liquidating Trustee and the Plan Advisory CommitteeTrustee, without waiver, (i) all of their respective rightsright, title title, and interests interest in and to any attorney-client privilege, work-product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) associated with the Liquidating Trust Assets free and clear of any lien or Claim in such property of any other Person or entity except as otherwise provided in the Plan or the Schemes, (collectivelyii) all of their rights with respect to the Liquidating Trust Assets including attorney-client privilege and work product and hereby waive their right and the right of any legal, “Privileges”)financial or other advisors to assert such rights as a defense or otherwise, which shall vest in and the Liquidating Trustee and the Plan Advisory Committee, in trust, and, consistent with section 1123(b)(3)(B) of the Bankruptcy Code, for the benefit on behalf of the Liquidating Trust Beneficiaries. None of the foregoing transfers hereby assumes and agrees that all such Liquidating Trust Assets will be transferred to the Liquidating Trustee Trust free and the Plan Advisory Committee shall constitute a merger or consolidation clear of any of the Estates or any of their Causes of Action, each of which shall retain its separateness following the transfer for and all purposes relevant liabilities except to the prosecution thereof except as extent otherwise consolidated pursuant to provided in the Plan or other action by the Debtors as contemplated and/or authorized by the Plan (including, without limitation, Section 6.6(e) thereof)Schemes. (b) On or as promptly as practicable after prior to the Effective Date, the Debtors shall (i) shall deliver or cause to be delivered to the Liquidating Trustee any and all documents required in connection with the Liquidating Trust Assets Estate Representative Claims (including those maintained in electronic format and original documents) whether held by the Debtors, the Committee, their respective employees, agents, advisors, attorneys, accountants, or any other professionals and (ii) provide reasonable access to such employees of the Debtors, or their agents, advisors, attorneys, accountants or any other professionals professional hired by the Debtors or the Committee with knowledge of matters relevant and provide access to the Liquidating Trust Assets subject to these professionals’ rights to compensation. Upon the reasonable request such employees of the Liquidating TrusteeDebtors, to the extent permitted by law, the Debtors and the Committee shall provide the Liquidating Trustee with a list of all documents in connection with the Liquidating Trust Assets known to it but not held by it or any of its employees, their agents, advisors, attorneys, accountants or any other professionals. Such list shall contain a description professional hired by the Debtors with knowledge of each document, matters relevant to the extent feasible and permitted by law, as well as the name of the entity or Person holding such documentEstate Representative Claims. (c) At any time and from time to time on and after the Effective Date, the Debtors and (including the Committee to the extent in existence, Reorganized Subsidiary Debtors) agree (i) at the reasonable request of the Liquidating Trustee to execute and/or and deliver any instruments, documents, books, and records (including those maintained in electronic format and original documents as may be needed); , and (ii) to take, or cause to be taken, all such further actions action as the Liquidating Trustee may reasonably request in order to evidence or effectuate the transfer of the Liquidating Trust Assets and the Privileges to the Liquidating Trustee (and, in the case of the Privileges, the Plan Advisory Committee) Trust and the consummation of the transactions contemplated hereby and by the Plan and the Schemes and to otherwise carry out the intent of the parties hereunder and under the Plan; Plan and (iii) to cooperate with the Liquidating Trustee in the prosecution of the Liquidating Trust AssetsSchemes.

Transfer of Assets and Rights to the Liquidating Trustee. (a) As of the Effective Date, (i) each of the Debtors, as authorized by the Plan, hereby transfers, assigns, and delivers to the Liquidating Trustee, without recourse, all of its respective rights, title, and interests in and to the Liquidating Trust Assets free and clear of any and all Liens, Claims (other than Claims in the nature of setoff or recoupment), encumbrances or interests of any kind in such property of any other Person or entity (including all Liens, Claims, encumbrances or interests of the Debtors’ creditors that were eliminated under the Plan) and (ii) to the extent legally permissible, the Debtors and the Committee hereby transfer, assign, and deliver to the Liquidating Trustee and the Plan Advisory CommitteeTrustee, without waiver, (i) all of their respective rightsright, title title, and interests interest in and to any attorney-client privilege, work-product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) associated with the Liquidating Trust Assets free and clear of any lien or Claim in such property of any other Person or entity except as otherwise provided in the Plan or the Schemes, (collectivelyii) all of their rights with respect to the Liquidating Trust Assets including attorney-client privilege and work product and hereby waive their right and the right of any legal, “Privileges”)financial or other advisors to assert such rights as a defense or otherwise, which shall vest in and the Liquidating Trustee and the Plan Advisory Committee, in trust, and, consistent with section 1123(b)(3)(B) of the Bankruptcy Code, for the benefit on behalf of the Liquidating Trust Beneficiaries. None of the foregoing transfers hereby assumes and agrees that all such Liquidating Trust Assets will be transferred to the Liquidating Trustee Trust free and the Plan Advisory Committee shall constitute a merger or consolidation clear of any of the Estates or any of their Causes of Action, each of which shall retain its separateness following the transfer for and all purposes relevant liabilities except to the prosecution thereof except as extent otherwise consolidated pursuant to provided in the Plan or other action by the Debtors as contemplated and/or authorized by the Plan (including, without limitation, Section 6.6(e) thereof)Schemes. (b) On or as promptly as practicable after prior to the Effective Date, the Debtors shall (i) shall deliver or cause to be delivered to the Liquidating Trustee any and all documents required in connection with the Liquidating Trust Assets Estate Representative Claims (including those maintained in electronic format and original documents) whether held by the Debtors, the Committee, their respective employees, agents, advisors, attorneys, accountants, or any other professionals and (ii) provide reasonable access to such employees of the Debtors, or their agents, advisors, attorneys, accountants or any other professionals professional hired by the Debtors or the Committee with knowledge of matters relevant and provide access to the Liquidating Trust Assets subject to these professionals’ rights to compensation. Upon the reasonable request such employees of the Liquidating TrusteeDebtors, to the extent permitted by law, the Debtors and the Committee shall provide the Liquidating Trustee with a list of all documents in connection with the Liquidating Trust Assets known to it but not held by it or any of its employees, their agents, advisors, attorneys, accountants or any other professionals. Such list shall contain a description professional hired by the Debtors with knowledge of each document, matters relevant to the extent feasible and permitted by law, as well as the name of the entity or Person holding such documentEstate Representative Claims. (c) At any time and from time -------------------------------------------------------------------------------- Liquidating Trust Agreement to time on and after the Effective Date, the Debtors and (including the Committee to the extent in existence, Reorganized Subsidiary Debtors) agree (i) at the reasonable request of the Liquidating Trustee to execute and/or and deliver any instruments, documents, books, and records (including those maintained in electronic format and original documents as may be needed); , and (ii) to take, or cause to be taken, all such further actions action as the Liquidating Trustee may reasonably request in order to evidence or effectuate the transfer of the Liquidating Trust Assets and the Privileges to the Liquidating Trustee (and, in the case of the Privileges, the Plan Advisory Committee) Trust and the consummation of the transactions contemplated hereby and by the Plan and the Schemes and to otherwise carry out the intent of the parties hereunder and under the Plan; Plan and (iii) to cooperate with the Liquidating Trustee in the prosecution of the Liquidating Trust AssetsSchemes.