Arm's Length Sale Sample Clauses

Arm's Length Sale. In the event that the Sale Collateral is foreclosed on and disposed of by means of an Arm's Length Sale upon the occurrence of a Disposition Default, an amount of the proceeds of such sale not to exceed the Total Secured Obligations shall be allocated among the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee as provided for in Article VI, Section (b)(i) or Section (c)(i) of the Intercreditor Agreement, with any remaining proceeds to be paid to CMI as Surplus, as provided for in Article II, Section (c) herein. The value of the respective interests of each of the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee in the Sale Collateral for the purpose of determining any deficiency claim that any of the Repo Purchaser, the Note A Indenture Trustee or the Note B Indenture Trustee shall then and thereafter have against CMI shall be equal to the actual cash proceeds received by each of the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee resulting from such sale.
Sample 1
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Arm's Length Sale. The Asset Purchase Agreement, the Sale and the transactions contemplated therein and associated therewith were negotiated, proposed, and entered into by the Selling Debtors and the Purchaser without collusion, in good faith, and from arm’s-length bargaining positions. Neither the Debtors, their insiders and affiliates, nor the Purchaser have engaged in any conduct that would cause or permit the Asset Purchase Agreement, the Sale, or any part of the transactions thereby to be avoided under section 363(n) of the Bankruptcy Code.
Sample 1
Arm's Length Sale. In the event the Repo Purchaser elects to foreclose on and dispose of the CBO-2 Collateral by an Arm's Length Sale, the Repo Purchaser shall sell (or direct the Collateral Agent to sell) the CBO-2 Collateral to a third party purchaser in a commercially reasonable manner. In this regard, all liens and security interests of (or for the benefit of) the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee on and in the CBO-2 Collateral shall be released in connection with such sale, effective upon the receipt by the Collateral Agent of the Proceeds of such sale (the "CBO-2 Sale Proceeds"). Upon the Collateral Agent's receipt of the CBO-2 Sale Proceeds, the Collateral Agent shall pay the actual costs of sale of the CBO-2 Collateral and shall then pay the amounts then owing to the Repo Purchaser on account of the Repurchase Price and the other Repo Obligations and shall thereafter pay over any Net Sales Proceeds first to the Note A Indenture Trustee to the extent of any outstanding obligations on account of the Series A Notes, then to the Note B Indenture Trustee to the extent of any outstanding obligations on account of the Series B Notes, with any remaining Net Sale Proceeds to be paid to CMI or such other party as may be lawfully entitled thereto.
Sample 1
Arm's Length Sale. In the event the Repo Purchaser elects to foreclose on and dispose of either the Combined Collateral or the CBO REIT Stock Collateral, as the case may be, by an Arm's Length Sale, the Repo Purchaser shall sell (or shall direct the Collateral Agent to sell) the Combined Collateral or the CBO REIT Stock Collateral, as applicable, to a third-party purchaser in a commercially reasonable manner. In this regard, all liens and security interests of (or for the benefit of) the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee on such assets shall be released and removed in connection with such sale, effective upon the receipt by the Collateral Agent of the Proceeds of such sale (the "Combined Collateral Proceeds" or the "CBO REIT Stock Collateral Proceeds", as applicable). Upon the Collateral Agent's receipt of the Combined Collateral Proceeds or the CBO REIT Stock Collateral Proceeds, as the case may be, the Collateral Agent shall pay the actual costs of sale of the Combined Collateral or the CBO REIT Stock Collateral, as applicable, and shall thereafter pay over the remaining proceeds as follows:
Sample 1
Arm's Length Sale. IsoRay and its Affiliates should not sell the Licensed Product on a non-arms length basis. IsoRay and its Affiliates agree (i) that in calculating Net Sales it shall not include in the deductions from Net Sales any special discounts, rebates, volume reimbursements or other incentives for the Licensed Product that are given as an inducement for the purchase of other IsoRay products; (ii) that any discounts, rebates or volume reimbursements offered by IsoRay and its Affiliates on the basis of multiple product purchases which include Licensed Product shall be allocated to the Licensed Product on a no greater than proportionally equal basis on the respective average invoiced price of each such product; (iii) that IsoRay shall not sell the Licensed Product as a loss or otherwise cause its sales of some other product to benefit at the expense of the Licensed Product.
Sample 1

Related to Arm's Length Sale

  • Arm’s Length With respect to its obligations in connection with the Conveyed Assets, the Servicer shall transact and deal with its Affiliates on an arm’s length basis.

  • Arm’s Length Transaction The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank.

  • Arm’s Length Transactions During the term of this Agreement, all transactions and dealings between the Trust Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • Arm’s length basis (a) Except as permitted by paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Group will) enter into any transaction with any person except on arm's length terms and for full market value.

  • Arm’s-Length Terms The Company acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent, fiduciary or advisor of the Company (and the Company agrees that it will not claim that the Underwriters owe, or any of them owes, a fiduciary or similar duty to the Company in connection therewith), and (iii) the Company has consulted its own legal and financial advisors to the extent they deemed appropriate.

  • Non-Arm’s Length Transactions Except in respect of transactions between or among the Borrower and/or one or more of its Wholly-Owned Subsidiaries, the Borrower shall not, nor shall it permit any Subsidiary to, enter into any contract, agreement or transaction whatsoever, including for the sale, purchase, lease or other dealing in any property or the provision of any services (other than office and administration services provided in the ordinary course of business), with any Related Party except upon fair and reasonable terms, which terms are not less favourable to the Borrower or its Subsidiaries than it would obtain in an arm’s length transaction and, if applicable, for consideration which equals the fair market value of such property or other than at a fair market rental as regards leased property.

  • Arm’s Length Agreement Each of the parties to this Agreement agrees and acknowledges that this Agreement has been negotiated in good faith, at arm’s length, and not by any means prohibited by law.

  • Arms’ Length Negotiations The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

  • Arm’s-Length Relationships The Borrower will maintain arm’s-length relationships with the Servicer, the Parent, the Performance Guarantor, the Originators and any Affiliates thereof. Any Person that renders or otherwise furnishes services to the Borrower will be compensated by the Borrower at market rates for such services it renders or otherwise furnishes to the Borrower. Neither the Borrower on the one hand, nor the Servicer, the Parent, the Performance Guarantor, any Originator or any Affiliate thereof, on the other hand, will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other. The Borrower, the Servicer, the Parent, the Performance Guarantor, the Originators and their respective Affiliates will immediately correct any known misrepresentation with respect to the foregoing, and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

  • Competing Transactions (a) The Company agrees that from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article IX, neither it nor any of its Subsidiaries nor any of their respective Representatives will, and that it will cause each of its Subsidiaries and each of its and its Subsidiaries’ Representatives (including without limitation any investment banker, attorney or account retained by the Company or any of its Subsidiaries, the Company Board or the Special Committee or any of the Company’s Subsidiaries) not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer (including without limitation any proposal or offer to the Company’s shareholders) with respect to, or that may reasonably be expected to lead to, any Competing Transaction, (ii) enter into, maintain, continue or otherwise engage or participate in any discussions or negotiations with, or provide any non-public information or data concerning the Company or any Subsidiary to, any Person or entity in furtherance of such inquiries or to obtain a proposal or offer with respect to a Competing Transaction or any proposal or offer that may reasonably be expected to lead to a Competing Transaction, (iii) agree to, approve, endorse, recommend, execute, enter into or consummate any Competing Transaction or any proposal or offer that may reasonably be expected to lead to a Competing Transaction, or that requires the Company to abandon this Agreement or the Merger or enter into any letter of intent, Contract or commitment contemplating or otherwise relating to any Competing Transaction (other than any Acceptable Confidentiality Agreement), (iv) grant any waiver, amendment or release under any confidentiality, standstill or similar agreement or Takeover Statutes (and the Company shall promptly take all action reasonably necessary to terminate or cause to be terminated any such waiver previously granted with respect to any provision of any such confidentiality, standstill or similar agreement or Takeover Statute and to enforce each such confidentiality, standstill and similar agreement), or (v) resolve, propose or agree, or authorize or permit any Representative, to do any of the foregoing. The Company acknowledges and agrees that the doing of any of the foregoing by any of its Subsidiaries or any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach by the Company of this Section 7.03(a). The Company shall, and shall cause its Subsidiaries and its Subsidiaries’ Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Persons conducted prior to the execution of this Agreement by the Company, any of its Subsidiaries or any of their Representatives with respect to a Competing Transaction. Except for any Acceptable Confidentiality Agreement executed in accordance with Section 7.03(c), the Company shall promptly request each Person that has heretofore executed a confidentiality agreement after September 4, 2013 in connection with such Person’s consideration of acquiring (whether by merger, acquisition of share or assets or otherwise) the Company or any of its Subsidiaries, to return (or if permitted by the applicable confidentiality agreement, destroy) all information required to be returned (or, if applicable, destroyed) by such Person under the terms of the applicable confidentiality agreement and, if requested by Parent, to use reasonable best efforts to enforce such Person’s obligation to do so.

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