Disposition of Stores Sample Clauses

Disposition of Stores. (a) Sears and its Affiliates shall have the right at any time and from time to time to: (i) (A) sell an existing chain or other group of separately identifiable Stores, including through the sale of a division or Subsidiary of Sears (“Sold Chain Stores”), or (B) sell all Stores within a Metropolitan Statistical Area, whether individually or in a group, including through the sale of a division or Subsidiary of Sears (“Sold Area Stores” and together with the Sold Chain Stores, “Disposed Stores”). In connection with any such disposition, Sears or its designee shall have the right, at its election, exercisable no later than 30 days following the transaction by which the Stores are disposed, to purchase from Purchaser, upon at least twenty Business Days’ written notice, (x) in the case of Sold Chain Stores, the Sears Proprietary Cards branded with the Marks of the Sold Chain Stores (provided, that such Marks are not successor Marks to “Sears”) and all Accounts and associated Accounts Receivables that are attributable to such Sears Proprietary Cards; and (y) in the case of Sold Chain Stores or Sold Area Stores, any other Accounts for which at least 90% of the purchase activity (measured by the number of transactions in the preceding twelve months) is attributable to such Sold Chain Stores or to such Sold Area Stores, as applicable, along with the associated Accounts Receivable (collectively, the “Attributable Assets”), at a price equal to the fair market value of such Attributable Assets as determined by Sears and Purchaser and, in the event such parties are unable to agree, the fair market value shall be determined pursuant to the appraisal procedures set forth in Section 13.5, mutatis mutandis (but not employing the concept of Minimum Repurchase Price); and (ii) close or sell one or more existing Stores other than as described above in (i), in Sears’ sole discretion. (b) Disposed Stores shall no longer be “Stores” subject to the Program, and the purchaser of the Disposed Stores shall have the right to offer any product, including Credit Cards, to the customers of such Disposed Stores. Any purchaser of Disposed Stores as contemplated by this Section may, but shall not be required to, contract with Purchaser for continued servicing of the Attributable Assets on mutually agreeable terms. (c) Upon a purchase of Attributable Assets by a third party pursuant to Section 8.6(a), Purchaser’s rights to use Cardholder Information for such Accounts and the Cardholders ass...
Sample 1
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Disposition of Stores. (a) The Saks Companies and/or their Affiliates shall have the right at any time and from time to time to dispose of existing Stores to third parties (whether individually or in a group, including through the sale of a division or subsidiary of the Company). (b) In connection with any such disposition, the Company or its designee shall have the right to purchase from Household Bank, upon at least 20 Business Days' written notice, the associated Accounts and Account Receivables at a price equal to the sum of (i) the aggregate outstanding balance of such Account Receivables on the date of purchase plus (ii) if the Composite Index on the date of such purchase, reduced only for this purpose by the aggregate CI Value of the Stores being disposed of, is less than 95.00, the product of
Sample 1
Disposition of Stores. Bank acknowledges that Parent and/or its Affiliates shall have the right at any time and from time to time to dispose of stores to third parties (whether individually or in a group, including through the sale of Parent or a division or Subsidiary of Parent).
Sample 1
Disposition of Stores. (a) In connection with a sale, to a Person other than a Subsidiary of Sears, of an existing chain or other group of separately identifiable Stores, whether individually or in a group, including through the sale of a division or Subsidiary of Sears (unless such Stores following such sale are Sears-branded stores) (“Disposed Stores”), Sears or its designee shall have the right, at its election, exercisable no later than 30 Business Days following the transaction by which the Stores are disposed, to purchase from Purchaser, the (i) Sears Proprietary Cards branded with the Marks of the Disposed Stores and all Accounts and associated Accounts Receivables (and related Cardholder Information) for such Sears Proprietary Cards and (ii) any Account (and related Accounts Receivable and Cardholder Information) for which at least 90% of the purchase activity (measured by the number of transactions in the past twelve months) on such Account is attributable to such Disposed Store (“Attributable Assets”), at a price equal to the Fair Market Value of such Attributable Assets. (b) Disposed Stores shall no longer be Subject to the Program, and the purchaser of the Disposed Stores shall have the right to offer any product, including Credit Cards, to the customers of such Disposed Stores. Any purchaser of Disposed Stores as contemplated by this Section may, but shall not be required to, contract with Purchaser for transition servicing of the Attributable Assets on mutually agreeable terms. (c) Upon a purchase of Attributable Assets by a third party pursuant to Section 8.6(a)(i), Purchaser’s rights to use Cardholder Information for such Accounts and the Cardholders associated therewith shall cease. In the event Sears does not exercise its purchase right under Section 8.6(a)(i), Purchaser may convert such Accounts to a product that does not bear a brand of a Sears Competitor.
Sample 1

Related to Disposition of Stores

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

  • Acquisition of Stock by Third Party Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;

  • DISPOSITION OF EQUIPMENT The Grantee shall provide to the State, not less than 30 calendar days prior to submission of the final invoice, an itemized inventory of equipment purchased with funds provided by the State. The inventory shall include all items with a current estimated fair market value of more than $5,000.00 per item. Within 60 calendar days of receipt of such inventory the State shall provide the Grantee with a list of the items on the inventory that the State will take title to. All other items shall become the property of the Grantee. The State shall arrange for delivery from the Grantee of items that it takes title to. Cost of transportation, if any, shall be borne by the State.

  • Aggregation of Stock All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • RESERVATION OF STOCK, ETC ISSUABLE ON EXERCISE OF WARRANT; FINANCIAL STATEMENTS. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof to receive copies of all financial and other information distributed or required to be distributed to the holders of the Company's Common Stock.

  • Disposition of Property Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business; (b) the Disposition of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6; (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor; (e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness; (f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower; (g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower; (h) the Dispositions listed on Schedule 7.5(h); (i) Dispositions of properties subject to condemnation, eminent domain or taking; (j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property; (k) dispositions or use of cash and Cash Equivalents in the ordinary course of business; (l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and (m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof; (n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction; (o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9; (p) Dispositions of minority interests in joint ventures; and (q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).

  • Data Disposition When the contracted work has been completed or when the Data is no longer needed, except as noted above in Section 5.b, Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by:

  • Reservation of Stock The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.

  • Disposition of Collateral Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.

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