Disposition Plan Sample Clauses

Disposition Plan. Within two (2) business days following Customer’s receipt of the Aging Report, Customer will provide to Arrow a proposed disposition plan for the undisputed Aged Goods identified in the Aging Report (“Disposition Plan”). Arrow will propose any adjustment to the Disposition Plan and the parties will agree to a revised Disposition Plan no later than three (3) business days following the end of the relevant month.
Sample 1Sample 2
AutoNDA by SimpleDocs
Disposition Plan. (1) The Board shall, within five (5) business days following notice from the OCC, prepare and submit to the OCC a Disposition Plan acceptable to the OCC, if the OCC determines in writing, in its sole discretion, that: (a) there is a material existing or imminent breach or violation of Articles II or III of this Agreement and such breach or violation is deemed to be significant; — 8 — (b) there is a material existing or imminent breach or violation of Article IV of this Agreement, which has not been cured within thirty (30) days of receiving written notice of such material breach or violation from the OCC; (c) there is a material existing or imminent breach of the CALMA by the Bank or the Holding Company or the Immediate Parent Company and such breach or violation is deemed to be significant; or (d) there has been a material adverse change in the financial condition of the Holding Company or the Immediate Parent Company and the Holding Company and the Immediate Parent Company are deemed likely to be unable to fulfill their obligations under the CALMA. For purposes of this paragraph, “material” shall have the same meaning accorded to that term in Securities and Exchange Commission Staff Accounting Bulletin No. 99 on Materiality. (2) Upon obtaining a written non-objection to the Disposition Plan from the OCC and receiving a written direction from the OCC to begin implementing such Disposition Plan, the Board shall promptly implement and thereafter adhere to the Disposition Plan, provided that such implementation is not required if the breach, violation or change arising under subsection (1)(a)-(d) that is the basis for such direction has been cured within fifteen (15) days of issuance of such direction. (3) The Disposition Plan shall detail in writing the Board’s proposal to: (i) sell, (ii) merge, or (iii) dissolve the Bank, without loss or cost to the OCC or the Federal Deposit Insurance Corporation. In the event that the Disposition Plan submitted by the Board outlines a sale or merger of the Bank, the Disposition Plan, at a minimum, shall address the steps that will be taken to ensure that the sale or merger occurs not later than thirty (30) calendar days after the Board’s receipt of the OCC’s direction to begin implementing the Disposition Plan and the receipt of all necessary regulatory approvals. If the Disposition Plan outlines a dissolution of the Bank, the Disposition Plan shall detail the actions and steps necessary to accomplish the dissolution in ...
Sample 1
Disposition Plan. (1) The Board shall, within five (5) business days following notice from the OCC, prepare and submit to the OCC a Disposition Plan acceptable to the OCC, if the OCC determines in writing, in its sole discretion, that: (a) there is a material existing or imminent breach or violation of Articles II or III of this Agreement and such breach or violation is deemed to be significant; (b) there is a material existing or imminent breach or violation of Article IV of this Agreement, which has not been cured within thirty (30) days of receiving written notice of such material breach or violation from the OCC; (c) there is a material existing or imminent breach of the CALMA by the Bank or the Holding Company or the Immediate Parent Company and such breach or violation is deemed to be significant; or (d) there has been a material adverse change in the financial condition of the Holding Company or the Immediate Parent Company and the Holding Company and the Immediate Parent Company are deemed likely to be unable to fulfill their obligations under the CALMA. For purposes of this paragraph, “material” shall have the same meaning accorded to that term in Securities and Exchange Commission Staff Accounting Bulletin No. 99 on Materiality. (2) Upon obtaining a written non-objection to the Disposition Plan from the OCC and receiving a written direction from the OCC to begin implementing such Disposition Plan, the Board shall promptly implement and thereafter adhere to the Disposition Plan, provided that such implementation is not required if the breach, violation or change arising under subsection (1)(a)-(d) that is the basis for such direction has been cured within fifteen (15) days of issuance of such direction. (3) The Disposition Plan shall detail in writing the Board’s proposal to: (i) sell, (ii) merge, or (iii) dissolve the Bank, without loss or cost to the OCC or the Federal Deposit Insurance Corporation. In the event that the Disposition Plan submitted by the Board outlines a sale or merger of the Bank, the Disposition Plan, at a minimum, shall address the steps that will be taken to ensure that the sale or merger occurs not later than thirty (30) calendar days after the Board’s receipt of the OCC’s direction to begin implementing the Disposition Plan and the receipt of all necessary regulatory approvals. If the Disposition Plan outlines a dissolution of the Bank, the Disposition Plan shall detail the actions and steps necessary to accomplish the dissolution in confor...
Sample 1
Disposition Plan. During the last year of the contract term at least 90 days before the completion date of the contract, the Contractor will provide to USAID in writing a proposed plan for disposition of the physical assets remaining at the termination of the contract. The CO will approve or disapprove the proposed disposition plan in writing, at least 45 days prior to the completion of the contract. However, regardless of any prior approval of all or portions of the proposed disposition plan, USAID reserves the general right to direct or redirect such disposition plan.
Sample 1
Disposition Plan 
Sample 1Sample 2Sample 3See All (15)

Related to Disposition Plan

  • Disposition The HSP will not, without the LHIN’s prior written consent, sell, lease or otherwise dispose of any assets purchased with Funding, the cost of which exceeded $25,000 at the time of purchase.

  • 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:

  • Disposition Services The Manager shall: (i) evaluate and approve potential asset dispositions, sales, or liquidity transactions; and (ii) structure and negotiate the terms and conditions of transactions pursuant to which the assets of the Company may be sold.

  • 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.

  • Final Disposition Notwithstanding any other provision in this Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

  • Agreements for Disposition The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.

  • Dispositive Motions Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules of Civil Procedure (a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion. Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar days of delivery of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable party shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.

  • Asset Sale The Company or the Parent shall not and shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period").

  • Disposal of Subsidiary Interests Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

  • Intercompany Transactions 72 Section 9.13

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!