Asset Transfers. The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.
Asset Transfers. (a) Each of the Company and the Subsidiary Guarantors will grant to the Collateral Agent a first priority, perfected security interest (subject to any Liens thereon which are permitted to encumber the relevant asset pursuant to Section 11.3) in all properties and assets (whether tangible or intangible) of a type that constitutes Collateral under any Security Document to which the Company or any Subsidiary Guarantor is a party which are sold, transferred, conveyed or otherwise distributed to the Company or any such Subsidiary Guarantor (including, without limitation, by way of merger or consolidation) from any Subsidiary of the Company simultaneously with the effectiveness of such sale, transfer, conveyance or other distribution.
(b) The Company and each Subsidiary Guarantor will take such action from time to time as is necessary (or otherwise reasonably requested by the Administrative Agent) to ensure that the Collateral Agent at all times holds a perfected security interest in all Collateral under the Security Documents, except as otherwise permitted hereunder.
Asset Transfers. A. The Xxxxxx Xxx Parties shall use all commercially reasonable efforts to promptly, but no more than fourteen (14) days after the execution of this Settlement Agreement, transfer to Bank One or Banc One Education Finance Corp. in accordance with Section 3.4(III) of the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Mae Parties (and subject to the restrictions on assignment contained within any such license or lease agreement), all property listed on Schedule 2 hereto (the “Transferred Property”). Bank One agrees that within ten (10) days after receipt of all of the Transferred Property, it shall pay to EOG $[**] for the property listed on Schedule 2 hereto. The Xxxxxx Xxx Parties further agree: (i) that for a period of 44 days from the date of execution of this Settlement Agreement and upon written request to the Xxxxxx Mae Parties in accordance with the notice provisions of Section 29 hereof, they will use all commercially reasonable efforts to transfer to Bank One or Banc One Education Finance Corp., for appropriate compensation, in accordance with Section 3.4(III) of the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Xxx Parties (and subject to the restrictions on assignment contained within any such license or lease agreement), any other intangible property, software (excluding software that is also being used by the Xxxxxx Mae Parties other than EOG), data, or documents not identified on Schedule 2 hereto that includes Bank Data, Bank Customer Data, or Bank Student Loan Customer Data, that had been utilized by the EOG Employees; provided, that EOG’s Company Data or other Confidential Information of the Xxxxxx Xxx Parties will be removed prior to transfer. Any such additional property so identified by Bank One in accordance with the preceding sentence shall be deemed part of the Transferred Property and the Parties agree to amend Schedule 2 to this Settlement Agreement accordingly. The Xxxxxx Mae Parties further agree: (i) to deliver to Bank One or Banc One Education Finance Corp. an assignment and xxxx of sale in the form of Schedule 8 hereto (and subject to the restrictions on assignment contained within any such license or lease agreement), reflecting the sale, conveyance, assignment, transfer and delivery of the Transferred Property and the assignment of contracts related to such Transferred Property; and (ii) in return for payment by Bank One or Banc One Education Finance Corp. of the foll...
Asset Transfers. The Borrower will not, and will not permit any Non-AEPLP Restricted Subsidiary to, directly or indirectly, sell, lease, convey or otherwise transfer, directly or indirectly, any of its assets to AEPLP or any Subsidiary of AEPLP, including by way of a Sale and Lease-Back Transaction (each, a “Transfer”), except that:
(i) the Borrower may, and may permit any Non-AEPLP Restricted Subsidiary to, Transfer to AEPLP or any of its Subsidiaries assets, provided, that (A) such assets (“Non-PP&E Assets”) would not, in accordance with the past practice of the Borrower, be classified and accounted for as “property, plant and equipment” on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries, (B) the consideration paid by AEPLP or its Subsidiaries to the Borrower or a Non-AEPLP Restricted Subsidiary for such Non-PP&E Assets is at least equal to the transferor’s aggregate net book value therefor and (C) the aggregate amount of propane inventory (by number of gallons) of AEPLP and its Subsidiaries shall not at any time exceed 40% of the aggregate amount of propane inventory (by number of gallons) of the Borrower and the Restricted Subsidiaries;
Asset Transfers. The Company shall not transfer, sell, convey, use as collateral or otherwise dispose of any of its material assets to any Subsidiary or affiliate except for a cash or cash equivalent consideration and for a proper business purpose, while any of the Notes are outstanding, without written consent from the Purchaser.
Asset Transfers. Promptly, and in any event within one (1) day following the occurrence of any Asset Disposition, CBI or Atcon, as the case may be, shall prepay the Loans (in the case of CBI) or the Term B Loans (in the case of Atcon) in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Asset Disposition (any such prepayment under this Section 2.3(b)(iii) to be applied, subject to Section 4.8(c), as set forth in clause (vi) below). Promptly, and in any event within one (1) day following the occurrence of any Specified Asset Disposition, CBI or Atcon, as the case may be, shall prepay the Loans (in the case of CBI) or the Term B Loans (in the case of Atcon) in an aggregate amount equal to the greater of (a) seventy-five percent (75%) of the Net Cash Proceeds of such Specified Asset Disposition or (b) the amount set forth opposite the description of the applicable assets on Schedule 9.3 (any such prepayment under this Section 2.3(b)(iii) to be applied, subject to Section 4.8(c), as set forth in clause (vi) below).
Asset Transfers. (i) Effective on or around the Pension Spin-Off Date, assets, in such form as the administrator of the Ashland Hercules Pension Plan determined in its sole discretion, in an amount (the “Initial CHPP Transfer Amount”) equal to the product of (1) a reasonable estimate of the Section 414(l) Amount and (2) 0.80, as determined by an enrolled actuary selected by Ashland Global in its sole discretion (the “Actuary”), were transferred from the Ashland Hercules Pension Plan Trust to the CHPP Trust.
(ii) As soon as practicable following the Pension Spin-Off Date, the Parties shall cause an additional transfer of assets in such form as the administrator of the Ashland Hercules Pension Plan shall determine in its sole discretion, (1) from the Ashland Hercules Pension Plan Trust to the CHPP Trust in an amount equal to the Final CHPP Transfer Amount, if the Final CHPP Transfer Amount is a positive number, or (2) from the CHPP Trust to the Ashland Hercules Pension Plan Trust in an amount equal to the Final CHPP Transfer Amount, if the Final CHPP Transfer Amount is a negative number (the date of such transfer, the “CHPP True-Up Transfer Date”).
Asset Transfers. Borrower will not permit any Guarantor to sell, transfer or otherwise convey any of its assets other than:
Asset Transfers. Immediately after the Effective Time, upon the terms and subject to the conditions set forth in the Asset Transfer Agreement, the Company, NewCo and Parent and their respective Subsidiaries shall consummate the Asset Transfers concurrent with the acquisition of Shares referred to in Section 5.1(b).
Asset Transfers. The provisions of this Agreement for the transfer of assets from certain trusts relating to Alltel employee benefit plans to the corresponding trusts relating to Spinco employee benefit plans are based upon the understanding of the parties that each such Spinco employee benefit plan will assume the corresponding liabilities from the Alltel employee benefit plan relating to the Spinco Employees and Spinco Individuals, as provided for in this Agreement.
