0001299933-06-003632 Sample Contracts

FEE AGREEMENT GPH LIQUIDATING TRUST
Fee Agreement • May 19th, 2006 • Global Preferred Holdings Inc • Life insurance • Delaware

This Fee Agreement (this “Agreement”) is made as of May 17, 2006 (the “Closing Date”), by and between Wilmington Trust Company, a Delaware banking corporation (“Wilmington Trust”), and GPH Liquidating Trust, a Delaware statutory trust (the “Trust”).

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FEE AGREEMENT GPH LIQUIDATING TRUST
Fee Agreement • May 19th, 2006 • Global Preferred Holdings Inc • Life insurance • Delaware

This Fee Agreement (this “Agreement”) is made as of May 17, 2006 (the “Closing Date”), by and between Milan M. Radonich, a Connecticut resident (“Trustee”), and GPH Liquidating Trust, a Delaware statutory trust (the “Trust”).

FEE AGREEMENT GPH LIQUIDATING TRUST
Fee Agreement • May 19th, 2006 • Global Preferred Holdings Inc • Life insurance • Delaware

This Fee Agreement (this “Agreement”) is made as of May 17, 2006 (the “Closing Date”), by and between Joseph F. Barone, a New Jersey resident (“Trustee”), and GPH Liquidating Trust, a Delaware statutory trust (the “Trust”).

STOCKHOLDERS’ LIQUIDATING TRUST AGREEMENT
Stockholders’ Liquidating Trust Agreement • May 19th, 2006 • Global Preferred Holdings Inc • Life insurance • Delaware

THIS STOCKHOLDERS’ LIQUIDATING TRUST AGREEMENT (this “Trust Agreement”), made as of the 17th day of May, 2006 among GLOBAL PREFERRED HOLDINGS, INC., a dissolved corporation in the process of liquidating and winding up its affairs under the laws of the State of Delaware (the “Company”), CARYL P. SHEPHERD, as administrator (the “Administrator”), WILMINGTON TRUST COMPANY, as a trustee (the “Resident Trustee”) and JOSEPH F. BARONE and MILAN M. RADONICH as additional trustees (collectively, the “Managing Trustees” and, with the Resident Trustee, the “Trustees”). The parties hereto hereby agree as follows:

FEE AGREEMENT GPH LIQUIDATING TRUST
Fee Agreement • May 19th, 2006 • Global Preferred Holdings Inc • Life insurance • Delaware

This Fee Agreement (this “Agreement”) is made as of May 17, 2006 (the “Closing Date”), by and between Caryl P. Shepherd, a Georgia resident (“Shepherd”), and GPH Liquidating Trust, a Delaware statutory trust (the “Trust”).

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