Transfer of Trust Property Clause Samples

Transfer of Trust Property. The trustees shall be competent in their absolute discretion to transfer and assign the trust fund to any recognized trust, society or institution having charitable objects for the purpose of administering the trust fund. The trust created hereby is irrevocable.

Transfer of Trust Property. On the execution of this Agreement, the Applicants shall transfer all of their present and future right, title and interest in the Trust Property to the Trustee, subject to the terms and conditions and for the use and purposes of this Agreement. The Applicants give to the Trustee, now and hereafter, all powers necessary to carry out his duties and responsibilities under this Agreement. Subject to the provisions of the Act and this Agreement, the Applicants shall be the beneficiaries of the Trust.

Transfer of Trust Property. In accordance with the provisions of the Plan, on the Effective Date, the Debtor and its Chapter 11 estate shall be deemed to have transferred, assigned and conveyed to the Trust Beneficiaries: (i) the $6,100,000.00 of Cash described in Article 8.1(c) of the Plan subject, with respect to $1,100,000 of such cash, to the Reorganized Debtor’s residual interest in such $1,100,000 as set forth in the Plan; (ii) the Avoidance Action Share as defined in Article 2.18 of the Plan; (iii) the Insider Avoidance Action Share as defined in Article 2.62 of the Plan; (iv) to secure the full 22.5% dividend on allowed Class 4 Claims under the Plan, a first priority mortgage lien on the Debtor’s real property located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Lebanon, PA 17046; (v) to secure the full 22.5% dividend on allowed Class 4 Claims under the Plan, a first priority mortgage lien and security interest in on the Debtor’s real property located at ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Sanford, FL 32771 together with all tangible and intangible personal property utilized in the Debtor’s operations in Sanford, Florida; and (vi) to help defray Trust Expenses, the sum of $75,000.00 (the “Administrative Fund”) (collectively, the “Trust Property”), followed by a deemed transfer by the Trust Beneficiaries to the Trust, to be held by the Trustee in trust for the Trust Beneficiaries, on the terms and subject to the conditions set forth herein and in the Plan.

Transfer of Trust Property. Except for transfers to "affiliates" (a person or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Trustor or Trustor's affiliates, as defined and interpreted by federal securities laws), and except as hereinafter specifically provided in subparagraph C(10)(b) below, Trustor shall not, without obtaining Beneficiary's prior written consent (which consent may be given or withheld in Beneficiary's absolute discretion, grant, convey, sell, encumber, exchange, assign, lease, option, grant a right of first refusal, contribute to a partnership, joint venture, corporation or other legal entity or otherwise transfer or dispose of (whether directly or indirectly and whether voluntarily, involuntarily or by operation of law) the Trust Property or any part thereof or any interest therein, or enter into any agreement or make any arrangement to do any of the foregoing (individually or collectively, a "transfer"). Any transfer attempted or undertaken in violation of the provisions of this Section shall, at Beneficiary's option, be null and void and of no force and effect whatsoever, and the same also shall constitute a default hereunder (and notwithstanding any other provision hereof, without any requirement of notice or opportunity to cure) entitling Beneficiary, at its option, to avail itself of any and all rights, powers and remedies provided therefor in this Deed of Trust, or under the Note or under any other instrument relating thereto, or at law or in equity. Consent to any particular transfer shall not be deemed to be consent under any other instrument relating thereto, or at law or in equity. Consent to any particular transfer shall not be deemed to be consent to any further or other transfer. Whether or not Beneficiary has consented to any transfer, Beneficiary may deal with Trustor's successor-in-interest (without respect to this Deed of Trust and the indebtedness) in the same manner as with the Trustor herein named without in any way vitiating or discharging Trustor's liability hereunder or for the indebtedness. All transfers consented to hereunder shall be evidenced by a written instrument, duly and properly executed and acknowledged by each of the parties thereto and, if requested by Beneficiary, in form suitable for recording. No transfer, whether or not undertaken in violation of this Section shall release Trustor from any of its obligations under this Deed of Trust or the N...

Transfer of Trust Property. Except as permitted pursuant -------------------------- to the Credit Agreement or an express provision of this Deed of Trust, Grantor shall not sell, transfer, convey or assign all or any portion of, or any interest in the Trust Property, whether legal or equitable, by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest, lease option, contract or any other method of conveyance of real property interests.

Transfer of Trust Property. Borrower acknowledges that Lender has examined and relied on the creditworthiness and experience of Borrower, its partners and their principals in owning and operating properties such as the Facilities in agreeing to make the Loan, and that Lender will continue to rely on Borrower's ownership of the Facilities as a means of maintaining the value of the Facilities as security for repayment of the Indebtedness. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Facilities so as to ensure that, should Borrower default in the repayment of the Indebtedness, Lender can recover the Indebtedness by a sale of the Facilities. Borrower shall not, without the prior written consent of Lender, which consent may be granted or withheld in the sole and absolute discretion of Lender, sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer any Facility or any part thereof, or permit any Facility or any part thereof to be sold, conveyed, mortgaged, encumbered, pledged or otherwise transferred, except as otherwise permitted by this Agreement.

Transfer of Trust Property. (a) On or as soon as practicable following the Effective Date, pursuant to the Plan and Sections 1123(a)(5)(B) and 1123(b)(3)(B) of the Code (to the extent applicable), title to the Trust Property will be reserved, preserved, assigned, transferred and conveyed, as the case may be, as follows: (i) Majestic I will execute one or more quit claim deeds, substantially in the form attached hereto as Exhibit B, transferring ownership of the Land to the Liquidating Trust, (ii) Majestic I will execute an assignment and assumption agreement, substantially in the form attached hereto as Exhibit C, pursuant to which certain environmental or pollution legal liability insurance policies associated with the Land and described in Exhibit C will be assigned to the Liquidating Trust, (iii) Majestic I and Majestic II will execute an assignment and assumption agreement, substantially in the form attached hereto as Exhibit D, pursuant to which certain rights and obligations pertaining to the Land under the Old Development Agreements will be transferred to the Liquidating Trust, (iv) the Majestic Parties and the Liquidating Trustee will execute the Funding Agreement, pursuant to which the Majestic Parties agree to fund the Liquidating Trust up to an aggregate maximum amount of $1,270,000 to be used to fund reasonable and necessary expenses of the Liquidating Trust and the Liquidating Trustee, on the terms and subject to the conditions set forth therein, and (v) the foregoing assets and the proceeds thereof, including any interest earned thereon, will be reserved, preserved, assigned, transferred and conveyed, as the case may be, to the Liquidating Trust; in each case, free and clear of liens, claims, encumbrances and interests, except as expressly provided herein. (b) On the Effective Date, the Liquidating Trust shall assume any and all liabilities associated with the Trust Property. (c) On the Effective Date, any past, present or future right on behalf of the Debtors to recover any amounts from the City of ▇▇▇▇ in connection with any environmental indemnities and/or remediation obligations (including, without limitation, investigation and corrective actions) pertaining to the Land (either currently existing in the Old Development Agreements or in any New Development Agreement (as hereinafter defined)) (the “Recovery Rights”) shall vest in the Liquidating Trust. Each Majestic Party agrees that it shall (and it shall cause its affiliates to) take all steps necessary and appropri...

Transfer of Trust Property. Immediately on removal or retirement, the Trustee shall transfer all trust property held by it to the continuing and/or any successor trustee and deliver all documents in its possession relating to the Plan as the Board may direct. If it does not do so, the continuing trustee or any successor trustee may do so on its behalf.

Transfer of Trust Property. Upon the execution of this Agreement by the parties and final approval of the Agreement and the Trustee by the CCC and the consummation of the Merger, the Parent shall transfer and convey the Trust Property to the Trustee, subject to the terms and conditions and for the use and purposes of this Agreement. Subject to the provisions of the Act and this Agreement, Parent shall be the beneficiary of the Trust.