Adelphia liquidating trust agreement
(“ Reorganized Arahova ”) acting on behalf of the Puerto Rico Trust Interest Holders (as defined below) and [________________], as trustee (in such capacity, the “ Initial Trustee ”)., on the Commencement Date, the Debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”);, on [________ __], 2006, the Bankruptcy Court entered an order (the “ Confirmation Order ”) confirming the Debtors’ [Fourth] Amended Joint Plan of Reorganization (as such plan may hereafter be amended or otherwise modified, the “ Plan ”);, Century Communications Corporation, a Texas corporation and a wholly owned subsidiary of Arahova Communications, Inc.(“ Century ”) sold its 50% interest in Century/ML Cable Venture (the “ Venture ”) pursuant to that certain Interest Acquisition Agreement (the “ Purchase Agreement ”) by and among ML Media Partners, L. (“ ML Media ”), Century, Century ML Cable Venture, Century ML Cable Corp., and San Juan Cable, LLC (the “ Buyer ”);, ML Media and the Venture have asserted various claims against Century, including the Century-ML JV Claims (collectively, the “ ML Media Claims ”), and Century has asserted various claims against ML Media (the “ Century Claims ” and together with the ML Media Claims, the “ Cross-Claims ”);, pending the settlement or judicial resolution of the Cross-Claims, each of Century’s and ML Media’s proceeds from the sale of the Venture are being held in the “ Sellers’ Escrow Account ” pursuant to the terms of the Sellers Escrow Agreement, dated as of October 31, 2005, by and among ML Media, Century, and The Bank of New York, and up to one half of the cash in the Sellers’ Escrow Account is deemed to be part of the CCC Other Unsecured Distribution Reserve with respect to the ML Media Claims;, pursuant to the terms of the Purchase Agreement, million was placed in an escrow account to secure certain indemnification obligations of ML Media and Century and .5 million of the purchase price for the Venture is deferred;, pursuant to the Plan and the Confirmation Order, all of the issued and outstanding capital stock of Century (the “ Century Stock ”) is being assigned, granted and transferred by the Debtors to the trust being established pursuant to the terms of this Agreement for the benefit of holders of Allowed Claims in Classes ARA-Notes, ARA-Trade, ARA-Uns and ARA-ESL (collectively, the “ Beneficiaries ”);, on the Effective Date of the Plan, a trust is being formed pursuant to this Agreement, the Plan and the Confirmation Order for the purpose of: (1) holding the Century Stock on behalf of the Beneficiaries, (2) making distributions in respect thereof and (3) maximizing the economic value of the Century Stock by: defending against the ML Media Claims, prosecuting the Century Claims, and enforcing Century’s rights under the Purchase Agreement and in and to the Sellers’ Escrow Account;, in consideration of the premises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the parties hereto agree as follows:“ Puerto Rico Liquidating Trust ” means the trust and any constructive trusts relating thereto established pursuant to: (a) Section 301.7701-4(d) of the Regulations of the United States Department of the Treasury; and (b) Revenue Procedure 94-45, 1994-2 C. 684, as a grantor trust, subject to the provisions of Subchapter J and Subpart E of the Internal Revenue Code of 1986 (as amended), owned by the Puerto Rico Trust Interest Holders as grantors, and established in accordance with Section 9.03 of the Plan and on and subject to the terms set forth in this Agreement.“ Recovery ” and “ Recoveries ” mean, as applicable, any and all proceeds received by the Puerto Rico Liquidating Trust on or after the Effective Date from: (a) the Century Distribution which will be dependent upon the Century Recoveries; or (b) the liquidation of any other Trust Assets.“ Series ARA-Notes Interests ” means beneficial interests in the Puerto Rico Liquidating Trust to be issued to holders of Claims in Class ARA-Notes under the Plan, with the rights and priority accorded to such interests under this Agreement.“ Series ARA-Trade Interests ” means beneficial interests in the Puerto Rico Liquidating Trust to be issued to holders of Claims in Class ARA-Trade under the Plan, with the rights and priority accorded to such interests under this Agreement.“ Series ARA-Uns Interests ” means beneficial interests in the Puerto Rico Liquidating Trust to be issued to holders of Claims in Class ARA-Uns under the Plan, with the rights and priority accorded to such interests under this Agreement.“ Series ARA-ESL Interests ” means beneficial interests in the Puerto Rico Liquidating Trust to be issued to holders of Claims in Class ARA-ESL under the Plan, with the rights and priority accorded to such interests under this Agreement.“ Trust Assets ” means the Century Stock and all other property held by the Puerto Rico Liquidating Trust under this Agreement (including, without limitation, the Recoveries), and any earnings thereon.“ Trustee ” shall mean the Person performing the duties of the trustee of the trust created by this Agreement, acting in such capacity, initially, the Initial Trustee.overcharged Devon for the services provided, and caused Devon to make payments for services which were preferential in nature. The Liquidating Trust's argument that stored documents do not fall within Rule 34(b)'s "usual course of business" category glosses over the fact that the parties in this case, Devon Mobile Communications as well as the Adelphia Defendants, are bankruptcy debtors. Adelphia also indicated that the Liquidating Trust's production method was identical to that proposed by Adelphia here, save for the volume — Devon gave Adelphia access to approximately 200 boxes of business records stored in unlabeled boxes in a warehouse in Brooklyn, New York.
Upon the foregoing submissions, and the oral argument held before the Honorable Robert E. Additionally, it is alleged that Adelphia caused Devon to improperly transfer funds as a return of capital contributions in violation of the terms of the Limited Partnership Agreement. 1999) (Gonzales, J.) (stating that an in pari delicto defense may bar claims against third parties, but not against corporate insiders or partners).
Devon was formed for the purpose of taking advantage of certain minority and women owned business incentives in procuring personal communication services (PCS) licenses offered by the FCC. On June 21, 2004, the Liquidating Trust commenced this adversary proceeding by filing its complaint (the "Complaint") alleging damages for certain preferential transfers, fraudulent conveyances and breaches of contract, deepening insolvency and alter ego liability.
By and through the Devon Plan and the Devon Confirmation Order, all of Devon's assets, including its causes of action, were transferred to the Liquidating Trust. 34 advisory committee note to the 1980 Amendment: "The Committee is advised that, `It is apparently not rare for parties deliberately to mix critical documents with others in the hope of obscuring significance . .' The sentence added by this subdivision [regarding usual course of business method of production of documents] follows the recommendation of the Report." The Hagemeyer court specifically found that where no attempt to obscure document discovery was made, granting access to business records in labeled, indexed archives was an acceptable production in the "usual course of business." Id.
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Parties: CEDE CO | DEUTSCHE BANK NATIONAL TRUST COMPANY | GS MORTGAGE SECURITIES CORP | JPMORGAN CHASE BANK, NATIONAL ASSOCIATION | US BANK NATIONAL ASSOCIATION Document Date: 2/14/2006 Governing Law: New York Parties: GOOD HARBOR PARTNERS ACQUISITION CORP | AMERICAN STOCK TRANSFER TRUST COMPANY Law Firm: HCFP/Brenner Securities LLC Document Date: 2/1/2006 Industry: Misc.