Anthem liquidating trust
Anthem liquidating trust - updating linux kernel headers
This certificate is issued pursuant to, and the rights of the holder hereof are subject to and limited by, the terms of the Liquidating Trust Agreement.
This certificate is not valid unless signed by the Trustee. If a Trustee should be unable to serve as a trustee for any reason, the Shareholder shall select a successor trustee who shall serve with the same rights and responsibilities as his or her predecessor. (b) The Trustee shall not be personally liable for any assessments, charges, or damages, or for any obligations in carrying out or effectuating the purpose of this Liquidating Trust Agreement, provided, however, that nothing shall relieve the Trustee from liabilities arising out of the Trustee's willful misconduct, bad faith, or gross negligence.IN WITNESS WHEREOF the Trustee has signed and sealed this certificate in _________________, Maine. (c) The Trustee shall not be responsible in any manner whatsoever for the validity or sufficiency of this Liquidating Trust Agreement.(d) The Trustee shall be protected in acting upon any paper or document believed by the Trustee to be genuine.(e) The Trustees shall not be liable for any acts or omissions of any agents or custodians elected or appointed by or acting for the Trustee if such agents or custodians are selected with reasonable care. The Trustee shall have the following powers which shall be exercisable without consent of the Shareholder: (a) To open depository accounts, endorse, deposit, and collect any and all notes, checks and other instruments for the payment of money that the Trustee may receive by virtue of any of the powers herein conferred upon the Trustee.ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") is made as of ____________, ____ by and among ANTHEM INSURANCE COMPANIES, INC., an Indiana mutual insurance company with its principal executive offices located at 120 Monument Circle, Indianapolis, Indiana 46204-4903 (facsimile: (317) 488-6477) ("Anthem"), ASSOCIATED HOSPITAL SERVICE OF MAINE, a Maine non-profit corporation d/b/a Blue Cross and Blue Shield of Maine with its municipal executive offices located at 2 Gannett Drive, South Portland, ME 04106 (facsimile: (207) 822-7350) ("BCBS-ME"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company with a mailing address at Goodwin Square, 225 Asylum Street, 23rd Floor, Hartford, Connecticut 06103 (facsimile: (860) 244-1897) (the "Escrow Agent").WHEREAS, Anthem and BCBS-ME are parties to an Asset Purchase Agreement dated July 13, 1999 (the "Purchase Agreement"), pursuant to which Anthem is acquiring substantially all of the assets and liabilities of BCBS-ME; WHEREAS, the Purchase Agreement provides for the payment and delivery by Anthem of money into the escrow hereby established on the date on which the transactions contemplated by the Purchase Agreement are closed, such money to be held and dealt with by Escrow Agent as herein provided; WHEREAS, the Purchase Agreement contemplates that any portion of the Escrow Amount (as that term is defined below) which is not paid to Anthem be paid to the designee of BCBS-ME (such designee to be either an independent charitable foundation (as further defined in the Purchase Agreement, the "Foundation") or, if BCBS-ME is in the process of liquidating, its liquidating trust (the "Liquidating Trust")); and NOW, THEREFORE, in consideration of the mutual promises and the covenants and agreements of the parties contained herein, the parties agree as follows: [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
ASSOCIATED HOSPITAL SERVICE OF MAINE d/b/a BLUE CROSS AND BLUE SHIELD OF MAINE By _____________________________________ Name: Title: ANTHEM INSURANCE COMPANIES, INC.TRUST AGREEMENT made this _____day of _____________, 2000, between AHS LIQUIDATING CORP.(the ‘Corporation’), and ___________________ , and his or her successors (‘Trustee’). (‘Shareholder’) is the sole owner of all of the issued and outstanding common shares of the Corporation; and WHEREAS, pursuant to a Plan of Complete Liquidation and Dissolution (‘Plan of Liquidation’) previously adopted by the Board of Directors of the Corporation (the ‘Directors’) and by the Shareholder in accordance with, and pursuant to, the provisions of the Shareholder’s Articles of Incorporation, the Corporation has transferred substantially all of its assets and liabilities pursuant to an Asset Purchase Agreement with Anthem Insurance Companies, Inc. The primary purpose of this trust agreement and of the appointment of the Trustee hereunder is to facilitate the complete liquidation and dissolution of the Corporation.dated July 13, 1999 (the ‘Asset Purchase Agreement’); and WHEREAS, under the terms of the Plan of Liquidation, the Shareholder authorized and directed that a liquidating trust be established for the benefit of the Shareholder to which the Corporation will distribute its remaining assets from which any remaining winding up expenses, known liabilities, and any contingent liabilities of the Corporation can be discharged. Nothing contained herein, or in the certificates issued by the Trustee hereunder, shall be construed so as to constitute the Shareholder, or its successor in interest, as a member of an association. The Trustee, upon receipt of the assets assigned pursuant to paragraph 2 above shall issue and deliver to the Shareholder a certificate in substantially the following form: AThis is to certify that certain property of AHS Liquidating Corp.Further, this trust shall have no objective to continue or engage in the conduct of a trade or business. By adoption of the Plan of Liquidation, the Shareholder directed the Corporation to pay, and assigned to this Liquidating Trust all its right, title and interest in and to, a final liquidating distribution of assets of the Corporation, subject to any outstanding liabilities, which the Corporation would otherwise distribute to the Shareholder in final liquidation, which assets and associated liabilities are generally set forth in Schedule A attached hereto, to be held in trust for the benefit of the Shareholder and for the uses and purposes hereinafter stated; and the Trustee agrees to succeed to all of the right, title and interest of the Corporation in and to all of such assets and such other assets of the Corporation of any kind and character; and the Trustee hereby assumes (solely in his capacity as Trustee and not individually) all of the claims, liabilities and obligations (including unascertained or contingent liabilities and expenses) of the Corporation subject however to the terms of this Agreement. has been assigned to the undersigned as Trustee, pursuant to a Liquidating Trust Agreement dated ______________, 2000.This Trust is intended to be a liquidating trust under Treasury Regulation 301.7701-4(d) and as a grantor trust under the ‘grantor trust’ provisions of Subchapter J of the Internal Revenue Code of 1986, as amended (the ‘Code’). This certificate evidences a 100% interest in the property which is the subject of this Liquidating Trust Agreement.