Discontinued Plants Sample Clauses

Discontinued Plants. Prior to the Closing, Seller shall cause AHFC to grant, transfer, convey and deliver to Seller or a Retained Subsidiary, and for Seller or such Retained Subsidiary to acquire and accept from AHFC, all (i) right, title and interest of AHFC in and to the Discontinued Plants (including, for the avoidance of doubt, all buildings and improvements located thereon, all fixtures thereto, all assets located thereon and all rights therein), free and clear of all Liens other than Permitted Liens and (ii) liabilities and obligations arising under and relating to the Discontinued Plants and all other matters set forth in the foregoing clause (i). Notwithstanding anything to the contrary set forth herein, Seller shall pay any and all costs and expenses, including Transfer Taxes and recording fees, related to the transfer of the Discontinued Plants hereunder. Notwithstanding the foregoing, prior to Closing, Seller may cause AHFC to enter into one or more contracts for the sale of all or part of the Discontinued Plants to an unaffiliated third party, in which case Seller, or if the closing of such sale occurs after the Closing, Buyer shall cause AHFC to consummate any such sale of the Discontinued Plants pursuant to and in accordance with the terms of such contract(s) and Seller, or if the closing of such sale occurs after the Closing, Buyer shall cause AHFC to convey promptly (and in any event no more than two (2) Business Days after the consummation of any such sale) to Seller the net proceeds of any such sale, it being acknowledged and agreed (i) that Seller shall be entitled to the net proceeds of any sale of the Discontinued Plants and (ii) any such contracts of sale entered into prior to the Closing shall govern the rights and obligations of the parties as to adjustments, the allocation of closing costs and other matters with respect to the closing of such sales. Prior to entering into any contracts of sale with respect to the Discontinued Plants, Seller agrees to provide such documentation to Buyer with reasonable notice for Buyer’s review and comment. Without Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed, Seller agrees that any contracts of sale with respect to the Discontinued Plants will not contain any ongoing obligations of, or impose any liabilities on, AHFC. Seller hereby agrees to indemnify and hold harmless Buyer, the Company and the Company Subsidiaries from and against any and all liabilities, losses, Tax or damages in re...
Sample 1Sample 2
AutoNDA by SimpleDocs
Discontinued Plants. Prior to Closing, the Sellers shall, at Sellers’ sole cost and expense (including the cost and expense of the holding and distribution thereof and Taxes relating thereto), cause the Companies to distribute to the Sellers, or otherwise transfer out of the Companies the real property and improvements listed on Schedule 5.12 (the “Discontinued Properties”).
Sample 1

Related to Discontinued Plants

  • Discontinuance of Service 7.1 The procedures for discontinuing service to an End User are as follows:

  • Cessation A Person shall cease to be a General Partner upon the transfer of its entire interest in the Partnership or upon any event of withdrawal set forth in the Act. Upon the occurrence of any such event of withdrawal, such Person or its transferee shall have the right to receive distributions and allocations with respect to its Partnership interest, shall be treated as the transferee of a Limited Partner, and shall have the right to become a Substituted Limited Partner upon the unanimous written consent of the Limited Partners.

  • Service Interruptions The Company may need to interrupt Your access to the Website to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access to the Website may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.

  • Continuity of Services A. The Contractor recognizes that the service(s) to be performed under this Contract are vital to the State and must be continued without interruption and that, upon Contract expiration, a successor, either the State or another contractor, may continue them. The Contractor agrees to:

  • Continued Service The Indemnitee shall continue to serve at the will of the Company as a Director of the Company so long as he is duly elected and qualified in accordance with the Regulations or until he resigns in writing in accordance with applicable law.

  • Discontinued Disposition By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

  • Disaster Recovery and Business Continuity The Parties shall comply with the provisions of Schedule 5 (Disaster Recovery and Business Continuity).

  • Service Interruption Except where there exists an emergency situation necessitating a more expeditious procedure, the Licensee may interrupt Service for the purpose of repairing or testing the Cable Television System only during periods of minimum use and, when practical, only after a minimum of forty- eight (48) hours notice to all affected Subscribers.

  • Covered Services Services to be performed by Contractor under this Agreement may involve the performance of trade work covered by the provisions of Section 6.22(e) [Prevailing Wages] of the Administrative Code or Section 21C [Miscellaneous Prevailing Wage Requirements] (collectively, “Covered Services”). The provisions of Section 6.22(e) and 21C of the Administrative Code are incorporated as provisions of this Agreement as if fully set forth herein and will apply to any Covered Services performed by Contractor and its subcontractors.

  • Continued Business No supplier, customer, distributor or sales agent of the Company or any subsidiary has notified the Company or any subsidiary that it intends to discontinue or decrease the rate of business done with the Company or any subsidiary, except where such discontinuation or decrease has not resulted in and could not reasonably be expected to result in a Material Adverse Effect.

Time is Money Join Law Insider Premium to draft better contracts faster.