Common use of Other Powers and Duties Clause in Contracts

Other Powers and Duties. Without limiting the foregoing, the Trustee is expressly authorized to and shall: (i) pay all costs and expenses incurred in connection with the administration of the Trust, including but not limited to the fees and expenses of Professionals (as defined below), (ii) taxes, bank charges, filing and registration fees, postage, telephone, facsimile, copying and messenger costs and secretarial and administrative costs attendant to the administration and maintenance of the Trust and the responsibilities of the Trustee hereunder, (iii) the fees of the Trustee, and (iv) any Indemnification Advances; (ii) execute any documents and take any other actions related to, or in connection with, the acceptance of the transfer of the FXREE Stock until termination of the Trust in accordance with this Agreement, and the exercise of the Trustee’s powers granted herein; (iii) hold legal title to the FXREE Stock, and any and all rights in or arising from the FXREE Stock, on behalf of the Trust and for the benefit of the CKX Stockholders; (iv) protect and enforce the rights to the FXREE Stock vested in the Trustee and the Trust by this Agreement by any method deemed appropriate, including by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium or similar law and general principles of equity; (v) make all necessary filings in accordance with any applicable law, statute or regulation, including, if necessary, any applicable securities laws, and, in consultation with counsel, seek any advice or determination that may be necessary or appropriate under such laws, provided that the Trustee shall not be obligated to prepare the registration statement but shall only be required to cooperate to the extent necessary and to the extent notified by counsel to FXREE; (vi) pay all ordinary course expenses and make all other payments relating to the Trust; and (vii) retain such law firms, accounting firms, experts, advisors, consultants, investigators, appraisers, auctioneers or other professionals as it may deem necessary (collectively, the “Professionals”), in its sole discretion on reasonable terms and conditions of employment or retention, to aid in the performance of its responsibilities pursuant to the terms of this Agreement, including the liquidation and distribution of FXREE Stock, provided, however, that in no event shall the Trustee hire any one or more employees to the extent any such hiring would result in the Trust engaging in or conducting, or being deemed to engage in or conduct, a trade or business contrary to Section 2.04(c)(i) hereof.

Appears in 1 contract

Sources: Stockholder Distribution Trust Agreement (FX Real Estate & Entertainment Inc.)

Other Powers and Duties. Without limiting the foregoing, the Trustee is expressly authorized to and shall: (i) pay all costs and expenses incurred in connection with the administration of the Trust, including but not limited to the fees and expenses of Professionals (as defined below), (ii) taxes, bank charges, filing and registration fees, postage, telephone, facsimile, copying and messenger costs and secretarial and administrative costs attendant to the administration and maintenance of the Trust and the responsibilities of the Trustee hereunder, (iii) the fees of the Trustee, and (iv) any Indemnification Advances; (ii) execute any documents and take any other actions related to, or in connection with, the acceptance of the transfer of the FXREE FX Luxury Stock until termination of the Trust in accordance with this Agreement, and the exercise of the Trustee’s powers granted herein; (iii) hold legal title to the FXREE FX Luxury Stock, and any and all rights in or arising from the FXREE FX Luxury Stock, on behalf of the Trust and for the benefit of the CKX Stockholders; (iv) protect and enforce the rights to the FXREE FX Luxury Stock vested in the Trustee and the Trust by this Agreement by any method deemed appropriate, including by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium or similar law and general principles of equity; (v) make all necessary filings in accordance with any applicable law, statute or regulation, including, if necessary, any applicable securities laws, and, in consultation with counsel, seek any advice or determination that may be necessary or appropriate under such laws, provided that the Trustee shall not be obligated to prepare the registration statement but shall only be required to cooperate to the extent necessary and to the extent notified by counsel to FXREEFXLRE Corp.; (vi) pay all ordinary course expenses and make all other payments relating to the Trust; and (vii) retain such law firms, accounting firms, experts, advisors, consultants, investigators, appraisers, auctioneers or other professionals as it may deem necessary (collectively, the “Professionals”), in its sole discretion on reasonable terms and conditions of employment or retention, to aid in the performance of its responsibilities pursuant to the terms of this Agreement, including the liquidation and distribution of FXREE FX Luxury Stock, provided, however, that in no event shall the Trustee hire any one or more employees to the extent any such hiring would result in the Trust engaging in or conducting, or being deemed to engage in or conduct, a trade or business contrary to Section 2.04(c)(i) hereof.

Appears in 1 contract

Sources: Trust Agreement (FX Real Estate & Entertainment Inc.)

Other Powers and Duties. Without limiting the foregoing, the Trustee is expressly authorized to and shall: (i) pay all costs and expenses incurred in connection with the administration of the Trust, including but not limited to the fees and expenses of Professionals (as defined below), (ii) taxes, bank charges, filing and registration fees, postage, telephone, facsimile, copying and messenger costs and secretarial and administrative costs attendant to the administration and maintenance of the Trust and the responsibilities of the Trustee hereunder, (iii) the fees of the Trustee, and (iv) any Indemnification Advances;. (ii) execute any documents and take any other actions related to, or in connection with, the acceptance of the transfer of the FXREE FXLR Interests and FX Luxury Stock until termination of the Trust in accordance with this Agreement, and the exercise of the Trustee’s powers granted herein; (iii) hold legal title to the FXREE FXLR Interests and FX Luxury Stock, and any and all rights in or arising from the FXREE FXLR Interests or FX Luxury Stock, on behalf of the Trust and for the benefit of the CKX StockholdersBeneficiaries; (iv) protect and enforce the rights to the FXREE FXLR Interests and FX Luxury Stock vested in the Trustee and the Trust by this Agreement by any method deemed appropriate, including by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium or similar law and general principles of equity; (v) make all necessary filings in accordance with any applicable law, statute or regulation, including, if necessary, any applicable securities laws, and, in consultation with counsel, seek any advice or determination that may be necessary or appropriate under such lawslaws , provided that the Trustee shall not be obligated to prepare the registration statement but shall only be required to cooperate to the extent necessary and to the extent notified by counsel to FXREEFXLRE Corp.; (vi) pay all ordinary course expenses and make all other payments relating to the Trust; and (vii) retain such law firms, accounting firms, experts, advisors, consultants, investigators, appraisers, auctioneers or other professionals as it may deem necessary (collectively, the “Professionals”), in its sole discretion on reasonable terms and conditions of employment or retention, to aid in the performance of its responsibilities pursuant to the terms of this Agreement, including the liquidation and distribution of FXREE the FXLR Interests and FX Luxury Stock, provided, however, that in no event shall the Trustee hire any one or more employees to the extent any such hiring would result in the Trust engaging in or conducting, or being deemed to engage in or conduct, a trade or business contrary to Section 2.04(c)(i) hereof.

Appears in 1 contract

Sources: Stockholder Distribution Trust Agreement (FX Real Estate & Entertainment Inc.)