Circuit city liquidating trustee agreement. Wmi liquidating trust
Registered Shareholders For inquiries related to the exchange of WaMu shares, please call In bankruptcy proceedings, there are still securities laws considerations. Each Beneficiary shall be entitled to a number of votes equal to the number of Units held by such Beneficiary as of the applicable record date.
But the move backfired, leaving Circuit City with a reputation for poor customer service that dogged the company, even in bankruptcy. While no-action relief granted by the Staff to other parties and with respect to certain facts and circumstances form all or part of a persuasive argument for like treatment in similar fact situations, the grant of no-action relief by the Staff does not represent an official action by or on behalf of the SEC Commissioners.
No Trustee or officer who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall have any duty to communicate or offer such opportunity to the Trust, and such Trustee shall not be liable to the Trust or to the Beneficiaries for breach of any fiduciary or other duty by reason of the fact that such Trustee pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust.
The annual report also will describe the changes in the assets of the Trust and the actions taken by the Trustees during such period covered by the report. As soon as practicable after the close of each tax year, the Trustees shall mail to each Person who was a Beneficiary during such year, a statement showing, on a per Unit basis, the information necessary keonics bangalore tenders dating enable a Beneficiary to determine its taxable income if any from the Trust as determined for federal income tax purposes.
Dc Industrial Liquidating Trust Amended and Restated Agreement and
It recently closed stores, and now has about U. A company considering a liquidating trust needs to determine whether it will be required to comply with the circuit city liquidating trustee agreement and reporting requirements under the Securities Exchange Act of Any Trustee may resign and be discharged from the Trust by giving written notice to the other Trustees.
Whenever in this Agreement it is provided that the Beneficiaries may take any action including the making of any demand or request, the giving of any notice, consent, or waiver, the removal of a Trustee, the appointment of a successor Trustee, or the taking of any other actionthe fact that at the time of taking any such action such Beneficiaries have joined therein may be evidenced: How does this affect us as consumers?
A week ago, it warned it would likely have to liquidate if it did not find a buyer by Friday because its suppliers were increasingly demanding to be paid up front and it was running out of money.
Furthermore, except as may be otherwise required by law, the Beneficial Interests of the Beneficiaries hereunder shall not be subject to attachment, execution, sequestration or any order of a court, nor shall such interests be subject to the contracts, debts, obligations, engagements or liabilities of any Beneficiary.
The Trustees may at any time call a meeting of the Beneficiaries to be held at such time and at such place as the Trustees shall determine. Each Beneficiary shall be entitled to vote at a meeting of the Beneficiaries either in person or by his proxy duly authorized in writing.
Vacancy rates rose to 8.
No Beneficiary shall have any right by virtue of any provision of this Agreement to institute any action or proceeding at law or in equity against any party other than the Trustees upon or under or with respect to the Trust Assets or the Holdco Assets or the agreements relating to or forming part of the Trust Assets or the Holdco Assets, and the Beneficiaries by their acceptance of any distribution made to them pursuant to this Agreement waive any such right.
The Independent Trustees shall be entitled to receive compensation for their services as Trustees comparable to that paid by the Company to its independent directors prior to the Merger, consisting of reasonable meeting fees or quarterly or annual retainer fees or a combination of such fees, as determined by the Trustees.
The number of Trustees may be increased or decreased from time to time by the Trustees, provided that there shall never be fewer than one Trustee.
Any agreements or arrangements concerning a Conflict of Interest shall be on terms no less favorable to the Trust than those available to the Trust in similar agreements or arrangements with unaffiliated third parties.
No Beneficiary shall be subject to any personal liability whatsoever, in tort, contract, or er hat ne freundin aber flirtet mit mir translation, to any Person in connection with the Trust Assets, the Holdco Assets or the circuit city liquidating trustee agreement of the Trust.
In so refusing, the Trustees may elect to make no payment or distribution with respect to such Units, or to make such payment to a court of competent jurisdiction or an escrow agent, and in so doing, the Trustees shall not be or become liable to any of such parties for its failure or refusal to comply with any of such conflicting claims or demands or to take any other action with respect thereto, nor shall the Trustees be liable for interest on any funds which it may so withhold.
Any Trustee, officer, employee, independent contractor or agent of the Trust, including the Advisor, may, in its personal capacity or in the capacity of trustee, manager, officer, director, shareholder, partner, member, advisor, employee of any Person or otherwise, have business interests and holdings similar to or in addition to those relating to the Trust, including business interests and holdings that are competitive with the Trust.
Further, the Trust does not own any shares of WMIH common stock and will not be directly affected by the Merger; however, certain officers of the Trust are expected to continue providing services to WMIH and its subsidiaries pursuant to the publicly disclosed Transitional Services Agreement for a yet-to-be-determined transitional period.
The trustee so appointed shall have all the rights, powers, privileges and duties and shall be subject to the conditions and limitations of the Trust, except as limited by the Trustees and except where the same may be modified by the laws of such state or other jurisdiction in which case, the laws of the state or other jurisdiction in which such trustee is acting shall prevail to the extent necessary.
In order to establish certainty that the Staff will grant relief, a company contemplating creating a liquidating trust pursuant to a bankruptcy plan should submit its own letter to the Staff requesting no-action relief.
Any Trustee may engage or be interested in any financial or other transaction with the Beneficiaries or any Affiliate of the Trust or the Beneficiaries, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Trust or the Beneficiaries or their Affiliates.
The financial statements contained within such annual report need not be audited but will be prepared on a liquidation basis in accordance with 10 generally accepted accounting principles.
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On Friday, Circuit City told a bankruptcy judge that an auction to sell itself as a going concern had failed to garner bidders, leaving it no choice but to accept bids from four liquidators: There was an inability to get a deal structured in time," Circuit City spokesman Bill Cimino said.
A Beneficiary shall have no title to, right to, possession of, management of, or control of, any of the Trust Assets except the right to receive distributions of the net proceeds thereof as, when, and if made as expressly provided herein. A meeting of the Beneficiaries may be called at any time and from time to time pursuant to the provisions of this Article for the purposes of taking any action which the terms of this Agreement expressly permit Beneficiaries to take either acting alone or with the Trustees.
Each Trustee shall exercise such rights and powers vested in the Trustees by this Agreement in good faith, and use the same degree of care and skill in his, her, or its exercise as a prudent man or woman would exercise or use under the circumstances in the conduct of his or her own affairs, and no Trustee shall have or be deemed to have any fiduciary or other duty to the Trust, any Beneficiary, any Trustee or any other Person, except for such duties as are expressly provided by this Agreement.
The Trustees shall not retain cash in excess of a reasonable amount to meet expenses and Liabilities of the Trust and the Trust Assets. The company does not expect any value will remain from the bankruptcy estate for common shareholders.
The company's additional stores and retail outlets in Canada, which are generally smaller and employ about 3, workers, are part of a separate bankruptcy process. Upon termination of the Trust, the Trustees shall provide for the retention of the books, records, lists of holders of Units, and files which shall have been delivered to or created by the Trustees, the Advisor, or their respective agents.
Except as otherwise specifically provided herein, upon the final distribution with respect to the Holdco Assets, the Trustees shall have no further duties or obligations hereunder; provided, that the Trustees shall execute and deliver such other instruments and agreements as shall be reasonably necessary to effect the termination of the Trust.
UPDATE 8-Circuit City to liquidate, shutter stores
Subject to the terms and conditions of this Agreement and the Holdco LLC Agreement, the Trustees shall cause Holdco and the Holdco Subsidiaries to continue the development and lease-up of the Retained Properties with the objective of realizing the value of the Retained Properties for the benefit of the members of Holdco and the Beneficiaries.
Circuit City tried a variety of strategies to combat Best Buy, which surpassed it by building up high-profile, warehouse-style stores run with an hourly-wage staff. It didn't seem to make sense as a long-term move only Donald Trump seems able to successfully use bankruptcy as a "growth" plan especially with Circuit City claiming it would magically arise out of the ashes within 6 months and this without announcing any substantive changes.
The commercial real estate market is about to go for an interesting ride. Thereupon such successor Trustee shall, without any further act, become vested with all the estates, properties, rights, powers, trusts, and duties of its predecessor in the Trust hereunder with like effect as if originally named therein.
At such meeting, holders of a majority of the outstanding Units shall constitute a quorum and a successor Trustee or successor Trustees shall be appointed by Beneficiaries holding Units representing a majority of the total Units present at the meeting, in person or by proxy, with each Unit being entitled to be voted with respect to each vacancy to be filled at such meeting.
The demise of the year-old appliance and electronics chain, the nation's second largest after Best Buy Co. The rights accruing to any Indemnified Person under these provisions shall not exclude any other right to which the Indemnified Person may be lawfully entitled; provided that no Indemnified Person may satisfy any right of indemnity or reimbursement granted herein, or to which the Indemnified Person may be otherwise entitled, except out of the Trust Assets and the Holdco Assets, and no Beneficiary shall be personally liable to any person with respect to any claim for indemnity or reimbursement or otherwise.
The Trust also will file interim reports on Form 8-K with the Commission whenever an event occurs for which a Form 8-K is required to be filed for the Trust or whenever, in the opinion of the Trustees, in their discretion, any other material event relating to the Trust or its assets has occurred.
Circuit City Liquidates Remaining Stores | Audioholics
No-action relief granted by the Staff may only be relied upon by the party that submitted the request, based on the particular facts and circumstances, and otherwise may only viewed as setting forth views of the Staff PDF. Subject to the terms and conditions of this Agreement, the Trustees shall make appropriate efforts to resolve any contingent or unliquidated claims and outstanding contingent Liabilities for which the Trust or any Trust Subsidiary may be responsible, administer and dispose of the Holdco Assets and the Trust Assets as contemplated in the Holdco LLC Agreement and this Agreement, make timely distributions to the members of Holdco and the Beneficiaries, and not unduly prolong the duration of the Trust.
The Trust shall not receive, or permit any Trust Subsidiary to receive, transfers of, and shall cause to be distributed, any assets prohibited by Revenue ProcedureC. At any time there is more than one Trustee, all action required or permitted to be taken by the Trustees, in their capacity as Trustees, shall be taken by approval, consent, vote or resolution, including by written consent, authorized by at least a majority of the Trustees.
Circuit City Liquidates Remaining Stores
For purposes of this Agreement, the Advisor shall be deemed to be an agent of the Trust. In addition, after receipt of a request in good faith, the Trustees shall furnish to any Person who has been a Beneficiary at any time during the preceding year, at the expense of such Person and at no cost to the Trust, a statement containing such further tax information as is reasonably available to the Trustees and reasonably requested by such Person.
It's unknown at present what will happen to the company's retail stores and dealer outlets in Canada, but we do know that US shareholders will get zip, nada, nothing - as is typical in these types of bankruptcy liquidations.
Init fired more than 3, of its most seasoned employees in a bid to cut costs.
Consumer-Electronics Pioneer Closing; 34,000 Workers Will Lose Jobs
Restructuring experts are expecting a wave of store closures and potential bankruptcies due to the recession. The Staff has generally noted the following characteristics with respect to liquidating trusts being granted no-action relief: Neither the Trust nor any Beneficiary shall have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper.
The Trustees accept and undertake to discharge the Trust, upon the terms and conditions hereof, on behalf of the Beneficiaries. The Trustees shall maintain in respect of the Trust and the holders of Units books and records relating to the Trust Assets and the income and liabilities of the Trust in such detail and for such period of time as may be necessary to enable it to make full and proper accounting in respect thereof in accordance with this Article V and to comply with applicable law.
However, retail experts warned that liquidation discounts don't often achieve the level of prior sales prices. We reported that back in November Circuit City filed for Chapter 11 bankruptcy - mostly because vendors began holding back shipments due to lack of, or delayed, payments and were worried about supplying increased inventory at risk for the holiday peak.
Following this distribution, each Beneficiary shall have a pro rata undivided beneficial interest in the Holdco Common Units and the other Trust Assets equal to the number of Units held by such Beneficiary divided by the total number of Units held by all Beneficiaries. Going-out-of-business sales are to begin Saturday, lasting between six to eight weeks, with some stores closing earlier, said Great American Group.
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