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. 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
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: (A) The CBO-1/Nomura Collateral Proceeds shall be paid 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, and then, to the extent that the Repo Obligations are not then paid in full from the CBO-2 Collateral Proceeds to the Repo Purchaser, until the Repo Obligations have been paid in full, with any then remaining CBO-1/Nomura Collateral Proceeds to be paid to CMI or such other party as may be lawfully entitled thereto. (B) The CBO-2 Collateral Proceeds shall be paid first to the Repo Purchaser to the extent of any outstanding balance of the Repo Obligations, then to the Note A Indenture Trustee to the extent of any remaining obligations on account of the Series A Notes, then to the Note B Indenture Trustee to the extent of any remaining obligations on account of the Series B Notes, with any remaining CBO-2 Collateral Proceeds to be paid to CMI or such other party as may be lawfully entitled thereto.
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.

  • Non-Arm’s Length Transactions To the knowledge of the Company, after due inquiry, except as disclosed in writing to the Underwriters or in the Registration Statement, the Time of Sale Information and the Prospectuses, neither the Company nor any subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or any other person not dealing at arm’s length with the Company or any subsidiary which is required to be disclosed by applicable Canadian Securities Laws.

  • ARM'S LENGTH AGREEMENT This Agreement and each of its terms are the product of an arm's length negotiation between the Parties. In the event any ambiguity is found to exist in the interpretation of this Agreement, or any of its provisions, the Parties, and each of them, explicitly reject the application of any legal or equitable rule of interpretation which would lead to a construction either "for" or "against" a particular party based upon their status as the drafter of a specific term, language, or provision giving rise to such ambiguity.

  • 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;

  • Length The total period of probationary service, prior to the acquisition of permanent status, shall be four (4) consecutive appointment years of service within a university without a break in service. For purposes of this Article, an appointment year is defined as service during a period starting from July 1 through June 30 annually that is at least one-half time (.5 FTE) for nine

  • Speculative Transactions Engage, or permit any of its Subsidiaries to engage, in any transaction involving commodity options or futures contracts or any similar speculative transactions.

  • No Speculative Transactions No Credit Party shall engage in any transaction involving commodity options, futures contracts or similar transactions, except solely to hedge against fluctuations in the prices of commodities owned or purchased by it and the values of foreign currencies receivable or payable by it and interest swaps, caps or collars.

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

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