Common use of Scope of Authority of Liquidating Trustee Clause in Contracts

Scope of Authority of Liquidating Trustee. Within the limitations set forth herein, and subject to the oversight provisions set forth in this Agreement (including the approval rights of the Liquidating Trust Advisory Board set forth in Article 5.4 below), the responsibilities and authority of the Liquidating Trustee shall be the following (and activities reasonably incidental thereto): a. holding legal title (on behalf of the Liquidating Trust as Liquidating Trustee, but not individually) to and administering the Liquidating Trust Assets, including the Causes of Action and any rights held by the Liquidating Trust in any case or proceeding under the Bankruptcy Code, similar state laws, foreign insolvency laws or otherwise and to receive any distribution therein, in each case, on any terms and conditions as he may determine in good faith based on the best interests of the Liquidating Trust Beneficiaries; b. protecting and enforcing the rights to the Liquidating Trust Assets vested in the Liquidating Trust by the Plan by any method deemed appropriate in his reasonable business judgment, including by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium or similar law and general principles of equity; c. selling or liquidating the Liquidating Trust Assets subject to Article 6.3 of the Plan; d. making Distributions as contemplated herein and under the Plan; e. investing funds (in the manner set forth in Article 3.7 herein), making distributions and paying any other obligations owed by the Liquidating Trust from the Liquidating Trust Assets as provided herein and in the Plan; f. conducting an analysis of Administrative Claims, Priority Tax Claims, Other Priority Claims, Secured Claims, General Unsecured Claims, Noteholders’ Securities Claims, Shareholders’ Securities Claims and Equity Interests, and prosecuting objections thereto or settling or otherwise compromising such Claims if necessary and appropriate; g. establishing and maintaining the Reserves in accordance with the terms of the Plan; h. entering into loans, including from Creditors, and accepting investments, including from Creditors, and, with the approval of the Liquidating Trust Advisory Board, repaying such Creditors with, inter alia, interest, fees, success fees, bonuses, and/or additional percentage recoveries; i. funding (i) F▇▇▇▇ ▇▇▇▇▇ in furtherance of the efforts of F▇▇▇▇ ▇▇▇▇▇ to gain control of the PRC Subsidiaries and (ii) the PRC Subsidiaries once F▇▇▇▇ ▇▇▇▇▇ gains control thereof; j. pledging the assets of the Debtor, F▇▇▇▇ ▇▇▇▇▇ and/or the PRC Subsidiaries to secure loans or back guaranty obligations in connection with the ongoing litigation in the PRC or otherwise; k. purchasing such insurance coverage as the Liquidating Trustee, in his reasonable business judgment, deems necessary and appropriate with respect to the liabilities and obligations of the Liquidating Trustee and the Liquidating Trust Advisory Board (in the form of an errors and omissions policy, fiduciary policy or otherwise); l. purchasing such insurance coverage as the Liquidating Trustee, in his reasonable business judgment, deems necessary and appropriate with respect to real and personal property which may be or may become Liquidating Trust Assets; m. negotiating buybacks, settlements, liquidations, compromises or other resolutions of the D&O Policies, the proceeds of which may become Liquidating Trust Assets, subject to Article 6.3 of the Plan; n. filing appropriate tax returns in the exercise of his fiduciary obligations; o. retaining such professionals as are necessary and appropriate in furtherance of his fiduciary obligations; p. facilitating the prosecution or settlement of objections to or estimations of Claims asserted against the Liquidating Trust or the Liquidating Trust Assets; q. calculating and implementing Distributions to the Liquidating Trust Beneficiaries in accordance with the Plan and this Agreement; r. withholding from the Distributions such amount as may be sufficient to pay any tax or other charge which the Liquidating Trustee has determined may be required to be withheld therefrom under the income tax laws of the United States or of any state or political subdivision thereof; s. entering into any agreement or executing any document or instrument required by or consistent with the Plan, the Confirmation Order, or this Agreement and performing all obligations thereunder; t. taking such actions as are necessary to pursue, prosecute, resolve or compromise, as appropriate, all Causes of Action; u. filing all required tax and information returns for the Liquidating Trust as a grantor trust pursuant to Treas. Reg. §1.671-4(a) and making all tax elections for and on behalf of the Liquidating Trust; v. paying all lawful expenses, debts, charges, taxes and liabilities of the Liquidating Trust; w. receiving reasonable compensation for performing services as Liquidating Trustee in accordance with this Agreement and paying the reasonable fees, costs and expenses of any professionals retained by the Liquidating Trustee in accordance with the applicable provisions of this Agreement; x. implementing, enforcing, or discharging all of the terms, conditions, and all other provisions of, and all duties and obligations under, the Plan, the Confirmation Order, and this Agreement; y. undertaking all administrative function remaining in the Chapter 11 Case, including the ultimate closing of the Chapter 11 Case; z. taking such actions as are necessary to winddown the Debtor, including, without limitation, filing tax returns and taking any actions necessary to dissolve the Debtor under Nevada law; and aa. taking such other actions as are necessary and reasonable to carry out the purposes of the Liquidating Trust.