Transferee Liabilities Clause Samples

Transferee Liabilities. Except to the extent set out in the Plan and in the Conveyance Instruments of the Trust Estate from the Debtors and the Indenture Trustee to the Liquidating Trust, the Liquidating Trust shall have no liability for, and the Trust Estate shall not be subject to, any Claim arising by, through, or under the Debtors. In no event shall the Trustee have any personal liability for such Claims. If any liability shall be asserted against the Liquidating Trust or the Trustee as the transferees of the Trust Estate on account of any claimed liability of, through, or under the Debtors, the Trustee may use such part of the Trust Estate as may be necessary to contest any such claimed liability and to pay, compromise, settle or discharge same on terms reasonably satisfactory to the Trustee. In no event shall the Trustee be required to use his personal funds or assets or the funds or assets of his firm or partnership for such purposes.

Transferee Liabilities. The Trust shall have no liability for, and the Trust Estate shall not be subject to, any claim arising by, through, or under ETPI. In no event shall the Trustees have any personal liability for such claims. If any liability shall be asserted against the Trust or the Trustees as the transferees of the Trust Estate on account of any claimed liability of, through, or under ETPI, the Trustees may use such part of the Trust Estate as may be necessary to contest any such claimed liability and to pay, compromise, settle or discharge same on terms reasonably satisfactory to the Trustees. In no event shall the Trustees be required to use their personal funds or assets or the funds or assets of their firm or partnership for such purposes.

Transferee Liabilities. Neither the Company nor any of its Subsidiaries (A) has been member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the Company) or (B) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract (other than an agreement entered into in the ordinary course of business the principal subject of which is not Taxes) or otherwise by operation of law.

Transferee Liabilities. If any liability shall be asserted against the Second Amended Shareholders Trust or the Trustee as the transferee of the Trust Assets, on account of any claimed liability of or through the Debtor or the Beneficiaries, the Trustee may use such part of the Trust Assets as may be necessary in contesting any such claimed liability and in payment, compromise, settlement and discharge thereof on terms reasonably satisfactory to the Trustee in its discretion. In no event shall the Trustee be required to use the Trustee's personal funds or assets for such purposes.

Transferee Liabilities. If any liability shall be asserted against the Trust or the Trustee as the transferee of the Trust Assets, on account of any claimed liability of or through the Debtors or the LFC Administrative Beneficiary or Reorganized LMUSA, the Trustee may use such part of the Trust Assets as may be necessary in contesting any such claimed liability and in payment, compromise, settlement and discharge thereof on terms reasonably satisfactory to the Trustee in his discretion. In no event shall the Trustee be required to use his personal funds or assets for such purposes. In the event that the Trust does not have sufficient Trust Assets available for such purpose at the time such liability is asserted, the Trustee shall be entitled (but not required) to take appropriate action and advance any costs or expense, subject to reimbursement from Trust Assets when available.