Common use of Liquidating Trustee Clause in Contracts

Liquidating Trustee. If at any time any Seller liquidates, its estate is converted to a case under Chapter 7 of the Bankruptcy Code, or otherwise has a trustee or other representative appointed by the Bankruptcy Court (as applicable, a “Trustee”), then (a) such Trustee will be bound to perform the obligations of such Seller and will be entitled to exercise the rights of such Seller under this Agreement, and (b) with respect to all of such Seller’s assets that are abandoned (if any) following the date hereof, such Seller grants to such Trustee a power of attorney for purposes of performing such Seller’s obligations under Section 8.8 with respect to such abandoned assets. Each Seller acknowledges and agrees that the power of attorney granted to such Trustee (if any) pursuant to the foregoing clause (b) is coupled with an interest and will be irrevocable. Further, such power of attorney will also be granted to Purchaser for purposes of performing such Seller’s obligations under Section 8.8 with respect to such abandoned assets, as determined by Purchaser, and in the event Purchaser exercises such power of attorney, the Trustee will not commit any act or take any action that is inconsistent with such exercise by Purchaser, except as requested in writing by Purchaser.

Liquidating Trustee. If at any time any Seller Selling Entity liquidates, its estate is converted to a case under Chapter 7 of the Bankruptcy Code7, or otherwise has a trustee or other representative Representative appointed by the Bankruptcy Court (as applicable, a “Trustee”), then (a) such Trustee will be bound to perform the obligations of such Seller Selling Entity and will be entitled to exercise the rights of such Seller Selling Entity under this Agreement, and (b) with respect to all of such Seller’s or its Subsidiaries’ assets that are abandoned (if any) following the date hereof, such Seller each Selling Entity grants to such Trustee a power of attorney for purposes of performing such SellerSelling Entity’s obligations under Section 8.8 2.07 with respect to such abandoned assets. Each Seller Selling Entity acknowledges and agrees that the power of attorney granted to such Trustee (if any) pursuant to the foregoing clause (b) is coupled with an interest and will be irrevocable. Further, such power of attorney will also be granted to Purchaser Buyer for purposes of performing such SellerSelling Entity’s obligations under Section 8.8 2.07 with respect to such abandoned assets, as determined by Purchaser▇▇▇▇▇, and in the event Purchaser Buyer exercises such power of attorney, the Trustee will not commit any act or take any action that is inconsistent with such exercise by Purchaser▇▇▇▇▇, except as requested in writing by Purchaser▇▇▇▇▇.

Liquidating Trustee. If at any time any Seller ▇▇▇▇ ▇▇▇▇▇▇ liquidates, its estate is the Bankruptcy Cases are converted to a case under Chapter 7 of the Bankruptcy Codechapter 7, or the Seller otherwise has a trustee or other representative Representative appointed by the Bankruptcy Court (as applicable, a “Trustee”), then (a) such Trustee will be bound to perform the obligations of such Seller and will be entitled to exercise the rights of such Seller under this Agreement, and (b) with respect to all of such Seller’s or its Subsidiaries’ assets that are abandoned (if any) following the date hereof, such Seller grants to such Trustee a power of attorney for purposes of performing such Seller’s obligations under Section 8.8 2.06 with respect to such abandoned assets. Each Seller acknowledges and agrees that the power of attorney granted to such Trustee (if any) pursuant to the foregoing clause (b) is coupled with an interest and will be irrevocable. Further, such power of attorney will also be granted to Purchaser Buyer for purposes of performing such Seller’s obligations under Section 8.8 2.06 with respect to such abandoned assets, as determined by PurchaserBuyer, and in the event Purchaser Buyer exercises such power of attorney, the Trustee will not commit any act or take any action that is inconsistent with such exercise by PurchaserBuyer, except as requested in writing by PurchaserBuyer.

Liquidating Trustee. If at any time any Seller ▇▇▇▇ ▇▇▇▇▇▇ liquidates, its estate is converted to a case under Chapter 7 of the Bankruptcy Code7, or otherwise has a trustee or other representative Representative appointed by the Bankruptcy Court (as applicable, a “Trustee”), then (a) such Trustee will be bound to perform the obligations of such Seller and will be entitled to exercise the rights of such Seller under this Agreement, and (b) with respect to all of such Seller’s or its Subsidiaries’ assets that are abandoned (if any) following the date hereof, such Seller grants to such Trustee a power of attorney for purposes of performing such Seller’s obligations under Section 8.8 2.06 with respect to such abandoned assets. Each Seller acknowledges and agrees that the power of attorney granted to such Trustee (if any) pursuant to the foregoing clause (b) is coupled with an interest and will be irrevocable. Further, such power of attorney will also be granted to Purchaser Buyer for purposes of performing such Seller’s obligations under Section 8.8 2.06 with respect to such abandoned assets, as determined by PurchaserBuyer, and in the event Purchaser Buyer exercises such power of attorney, the Trustee will not commit any act or take any action that is inconsistent with such exercise by PurchaserBuyer, except as requested in writing by PurchaserBuyer.