Transfer of Trust Assets. Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed as soon as administratively feasible after receipt of notice of resignation or removal or transfer and appointment of and acceptance by successor Trustee.
Transfer of Trust Assets. Except as may otherwise be expressly provided herein, the Trustee shall not have any power to sell, assign, transfer, encumber, pledge, or grant any security interest in, or consent to the placement of any lien upon or against the Trust Assets.
Transfer of Trust Assets. A. The Debtors hereby grant, release, assign, transfer, convey and deliver, on behalf of the Beneficiaries, the Trust Assets to the Trustee as of the Effective Date with such Trust Assets to be held in trust for the benefit of the Beneficiaries and to be applied as specified in this Agreement and the Plan. The Debtors shall from time to time as and when reasonably requested by the Trustee execute and deliver or cause to be executed and delivered all such documents (in recordable form where necessary or appropriate) and the Debtors shall take or cause to be taken such further action as the Trustee may reasonably deem necessary or appropriate, to vest or perfect in or confirm to the Trustee title to and possession of the Trust Assets.
B. Pursuant to the Plan, all of the Debtors’ right, title and interest in and to the Trust Assets are automatically vested in the Trust on the Effective Date, free and clear of all liens, claims, encumbrances and other interests, and such transfer is on behalf of the Beneficiaries (whether such Beneficiaries’ Claims are Allowed Claims on or after the Effective Date of the Plan) to establish the Trust. To the extent any law or regulation prohibits the transfer of ownership of any of the Trust Assets from the Debtors to the Trustee and such law is not superseded by the Bankruptcy Code, the Trustee’s interest shall be a lien upon and security interest in such Trust Assets, in trust, nevertheless, for the sole use and purposes set forth in Section 2.1, and this Agreement shall be deemed a security agreement granting such interest thereon without need to file financing statements or mortgages. By executing this Agreement, the Trustee hereby accepts all of such property as Trust Assets, to be held in trust for the Beneficiaries, subject to the terms of this Agreement and the Plan.
C. Notwithstanding anything in this Agreement to the contrary, under no circumstances shall the Trustee or the Trust receive or retain cash or cash equivalents in excess of a reasonable amount to meet claims and contingent liabilities or to maintain the value of the Trust Assets during liquidation, and shall distribute all amounts not required to be retained for such purposes to the Beneficiaries as promptly as practicable in accordance with the Plan and this Agreement.
D. Pursuant to and in accordance with the Plan, for all federal income tax purposes, the Debtors, the Beneficiaries, the Trustee and the Trust shall treat the Liquidating Trust as a liquidat...
Transfer of Trust Assets. Upon the direction of the Administrator, the Trustees shall transfer assets to the trust of another qualified retirement plan, or to such other trust or trusts created pursuant to the terms of the Plan; and accept the transfer of assets from a trust created pursuant to a qualified retirement plan.
Transfer of Trust Assets. As soon as practicable following the establishment of the SpinCo Deferred Compensation Plan and prior to the Distribution Date, RemainCo shall transfer, or cause to be transferred, from the trust funding the RemainCo Deferred Compensation Plan (the “RemainCo Deferred Compensation Trust”) to the SpinCo Deferred Compensation Trust that portion of the assets held in the RemainCo Deferred Compensation Trust as of the date of transfer that is attributable to SpinCo Employees, and SpinCo shall cause the SpinCo Deferred Compensation Trust to accept such transfer.
Transfer of Trust Assets. A. In consideration for the satisfaction of all Allowed Class C-4 Claims, the Debtors hereby grant, release, assign, transfer and deliver, on behalf of the Beneficiaries, the Trust Assets to the Trustee as of the Effective Date, free and clear of all liens, claims, encumbrances and interests, in trust for the benefit of the Beneficiaries to be applied as specified in this Agreement and the Plan. In addition, the Debtors hereby assign to the Trust as of the Effective Date all of their rights to object to all Class C-4 Claims. The Debtors shall from time to time as and when reasonably requested by the Trustee execute and deliver or cause to be executed and delivered all such documents (in recordable form where necessary or appropriate) and the Debtors shall take or cause to be taken such further action as the Trustee may reasonably deem necessary or appropriate, to vest or perfect in or confirm to the Trustee title to and possession of the Trust Assets.
B. For all federal, state and local income tax purposes, the Debtors, the Beneficiaries, and the Trustee shall treat the transfer of the Trust Assets to the Trust as a transfer of the Trust Assets by the Debtors to the Beneficiaries in satisfaction of their Allowed Class C-4 Claims, followed by a transfer of the Trust Assets by the Beneficiaries to the Trust in exchange for their beneficial interests in the Trust. Thus, the Beneficiaries shall be treated as the grantors and owners of the Trust.
C. For all federal income tax purposes, the Trustee and the Beneficiaries shall apply consistent valuations of the Trust Assets.
Transfer of Trust Assets. (a) Pursuant to the Agreement and the Existing Supplements, the Seller has sold, transferred, assigned and set over to the Issuer all right, title and interest of the Seller in, to and under the Contracts described therein, the related Equipment and Applicable Security (such Contracts, Equipment and Applicable Security, the "Existing Contracts and Security") and the Seller does hereby confirm such grants. The Seller does hereby sell, transfer, assign and set over to the Issuer all right, title and interest of the Seller in, to and under the following (the "Additional Transferred Assets"):
(i) the Additional Contracts set forth on Schedule 2 attached hereto (the "Additional Series Contracts"), and all monies due or to become due in payment of the Additional Series Contracts on and after the Cut Off Date, any Prepayment Amounts, any payments in respect of a casualty or early termination, and any Recoveries received with respect thereto, but excluding any Scheduled Payments due prior to the Cut Off Date and any Excluded Amounts;
(iii) the Equipment related to the Additional Series Contracts and, in the case of any Vendor Note, related Applicable Security including all proceeds from any sale or other disposition of such Equipment;
(iv) the Contract Files;
(v) all payments made or to be made in the future with respect to the Additional Series Contracts or the Obligor thereunder under any Program Agreements or Vendor Agreements with the Financing Originator and under any guarantee or similar credit enhancement with respect to the Additional Series Contracts;
(vi) all Insurance Proceeds with respect to each Additional Series Contract;
(vii) the Series 1996-3 Purchase Agreement, including, without limitation, the obligation of the Financing Originator party thereto to repurchase the Additional Series Contracts under certain circumstances as specified therein; and
(viii) all income and proceeds of the foregoing; provided, that the Additional Transferred Assets shall not include any Residual Investment other than a Guaranteed Residual Investment.
(b) It is the express intent of the Seller and the Issuer that the conveyance of Additional Transferred Assets described in Section 3(a) on the Closing Date be construed as a sale of the Additional Transferred Assets by the Seller to the Issuer. It is, further, not the intention of the Seller or the Issuer that such conveyance by deemed a grant of a security interest in the Additional Transferred Assets by the Seller to the...
Transfer of Trust Assets. Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within sixty (60) days after receipt of notice of resignation, removal or transfer, unless the Sponsor extends the time limit.
Transfer of Trust Assets. 20 SECTION 2.01. Establishment of Trust; Conveyance of Transferred Assets................................................... 20 SECTION 2.02. Acceptance by Trustee and Appointment of the Servicer as Custodian............................................. 20 SECTION 2.03. Grant of Security Interest; Tax Treatment................ 22 SECTION 2.04. Further Action Evidencing Assignments.................... 23 ARTICLE III
Transfer of Trust Assets. . As of the date of this Agreement, GASP hereby transfers, assigns, and delivers to the Liquidating Trust, any and all of its right, title, and interest in all Liquidating Trust Assets. The Liquidating Trustee agrees to accept and hold the Liquidating Trust Assets in trust for the benefit of the Beneficiaries, subject to the terms of this Agreement, and to liquidate and distribute such Liquidating Trust Assets to the Beneficiaries as set forth herein. At any time and from time to time after the Effective Date, GASP and any successors in interest shall, at the request of the Liquidating Trustee, execute and deliver any instruments or documents, and take, or cause to be taken, all such further action as the Liquidating Trustee may reasonably request in order to evidence or effectuate the transfer of the Liquidating Trust Assets to the Liquidating Trust and consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder. Except to the extent holders of Allowed Claims against GASP are paid in full, GASP, for itself and its predecessors and successors, disclaims any right to any reversionary interest in any of the Liquidating Trust Assets, but nothing herein will limit the right and power of the Liquidating Trustee to abandon any Liquidating Trust Assets to GASP in the event that the Liquidating Trustee determines it is in the best interests of the Liquidating Trust and its Beneficiaries.
