Valuation of Liquidating Trust Assets Sample Clauses

Valuation of Liquidating Trust Assets. As soon as possible after the Effective Date, but in no event later than March 31, 2004, (i) the Liquidating Trustee shall make a good faith valuation (as of the Effective Date) of the Liquidating Trust Assets, and (ii) the Liquidating Trustee shall apprise the Beneficiaries, in writing of such valuation (and indicate in such writing, such Beneficiaries' respective percentage ownership interests in the Liquidating Trust based on such holders' relative beneficial interests in the Liquidating Trust as of the Effective Date). The valuation shall be used consistently by all parties (including, without limitation, the Debtors, the Liquidating Trustee, and the Beneficiaries) for all purposes, including, without limitation, federal income tax purposes.
Sample 1
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Valuation of Liquidating Trust Assets. As soon as reasonably practicable after the Effective Date, the Trustee (in consultation with the Trust Committee) will determine the fair market value of the Trust Assets (other than Cash) as of the Effective Date, based on a good faith determination and the advice of any professional retained by the Trustee for such purpose, and the Chapter 11 Trustee and the Trust shall use such value consistently for all federal income tax purposes.
Sample 1
Valuation of Liquidating Trust Assets. As soon as practicable after the Effective Date, the Liquidating Trust Administrator, in reliance upon such professionals as the Liquidating Trust Administrator may retain, may make a good faith valuation of the Liquidating Trust Assets. Such valuation shall be made available from time to time, to the extent relevant as reasonably determined by the Liquidating Trust Administrator in reliance on his professionals, and used consistently by all parties (including, without limitation, the Debtors, the Liquidating Trust Administrator, and Beneficiaries) for all purposes, including federal income tax purposes.
Sample 1
Valuation of Liquidating Trust Assets. As soon as possible after the Effective Date, (i) the Shared Assets Trustee shall make a good faith valuation (as of the Effective Date and net of the aggregate projected value attributable to Disputed Administrative/Priority Claims) of the Trust Assets, and (ii) the Shared Assets Trustee shall apprise the Beneficiaries of such valuation (and indicate in such writing, such Beneficiaries’ respective percentage ownership interests in the Shared Assets Trust based on such Beneficiaries’ relative beneficial interests in the Shared Assets Trust as of the Effective Date). The valuation shall be used consistently by all parties (including, without limitation, the Shared Assets Trustee and the Beneficiaries) for all purposes, including, without limitation, federal income tax purposes.
Sample 1
Valuation of Liquidating Trust Assets. As soon as possible after the Effective Date, but in no event later than one hundred and twenty (120) days thereafter, the Liquidating Trustee, based upon his good faith determination after consultation with Liquidating Trust counsel, shall inform the Beneficiaries, through the posting on a web site to be established by the Liquidating Trustee, as to the estimate of the value of the Liquidating Trust Assets. The valuation shall be used consistently by all parties (including, without limitation, the Debtors, the Liquidating Trustee, and the Beneficiaries) for all purposes, including federal income tax purposes. [ ].
Sample 1

Related to Valuation of Liquidating Trust Assets

  • Character of Liquidating Distributions All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

  • Investment of Trust Assets The Trustee shall engage the Investment Manager to invest and reinvest the principal and income of the Trust Assets in those investments that are reasonably calculated to preserve the principal value, taking into account the need for the safety and liquidity of principal as may be required to fund Eligible Mitigation Actions and Trust Administration Costs.

  • Distribution of Liquidation Proceeds Subject to the terms and conditions hereof, the Administrative Agent shall distribute all Liquidation Proceeds in the order and manner set forth below:

  • Liquidating Trustee Upon the dissolution of the Company, such party as is designated by a Majority in Interest will act as liquidating trustee of the Company (the “Liquidating Trustee”) and proceed to wind up the business and affairs of the Company in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its reasonable best efforts to sell all Company assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the Members. The Liquidating Trustee will attempt to convert all assets of the Company to cash so long as it can do so consistently with prudent business practice. The Members and their respective designees will have the right to purchase any Company property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the Company, such assets may be distributed in kind to the Members in lieu of cash, proportionately to their right to receive cash distributions hereunder.

  • Liquidating Distribution In the event of the dissolution of the Partnership for any reason, the Partnership assets shall be liquidated for distribution in the following rank and order:

  • Custodial Accounts; Distribution Account (a) On or prior to the Closing Date, the Master Servicer shall have caused each Servicer to establish and maintain one or more Custodial Accounts, as provided in the related Purchase and Servicing Agreement, into which all Scheduled Payments and unscheduled payments with respect to the related Mortgage Loans, net of any deductions or reimbursements permitted under the related Purchase and Servicing Agreement, shall be deposited. On each Distribution Account Deposit Date, the Servicers shall remit to the Securities Administrator for deposit into the Distribution Account, all amounts so required to be deposited into such account in accordance with the terms of the related Purchase and Servicing Agreements.

  • Limited Distributions of Income from Trust Account (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company.

  • Waiver of Liquidation Distributions In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.

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