Disposition Transactions. In the circumstances specified in this Section 10, WWC or the Company, as applicable, shall have the right, or be subject to the obligation, as the case may be, to effect in the manner provided in this Section 10 a Repurchase (as defined below) or, if applicable, a Public Sale (such Repurchase or Public Sale being referred to as a "Disposition Transaction") of all (or such portion as may be specified in this Section 10) of the shares of Common Stock held by the Investor.
Disposition Transactions. In connection with any Disposition Transaction (including by any consolidation, conversion, merger or other business combination involving the Partnership in which Equity Securities are exchanged for or converted into cash, securities of a corporation or other business organization or other property, and any sale of all or substantially all of the assets of the Partnership), (a) none of the Members, the Company or the Partnership Group Companies shall enter into any definitive documentation relating to such Disposition Transaction unless the Partnership has delivered to the Class B Member a written undertaking that expressly provides that upon or prior to the closing of such Disposition Transaction, an amount of cash equal to the Base Preferred Return Amount shall be paid in respect of each Preferred Unit in redemption or liquidation of all outstanding Preferred Units, (b) the Class B Member shall not be obligated to be subject to any non-competition, non-solicitation, or similar restrictive covenants that may be binding on GSO or any of its Affiliates in connection with any Disposition Transaction and (c) upon the consummation of any Disposition Transaction, the Partnership shall have paid or shall concurrently pay an amount of cash equal to the Base Preferred Return Amount with respect to each Preferred Unit in redemption in full or liquidation of all outstanding Preferred Units. No Disposition Transaction may be consummated if the redemption of the outstanding Preferred Units contemplated by the immediately preceding sentence is not consummated in accordance with the terms hereof.
Disposition Transactions. If during the Term of this Agreement (defined below) any one of the CNT Entities, in its sole discretion, decides to sell any of the Properties that it owns in the JF US Territory (“Disposition Transaction”), CNT shall give written notice of said decision (“Offer Notice”) to Venture. CNT shall give the Offer Notice to Venture in two circumstances. First, CNT shall, within thirty (30) days of the completion of CNT’s annual budget process during each calendar year prior to the Outside Date, give an Offer Notice to Venture (“Annual Offer Notice”). Second, CNT shall provide Venture with an Offer Notice with respect to any Properties that it decides to sell during the Term of this Agreement that were not included in the most recent Annual Offer Notice. Each Offer Notice shall be accompanied by a list of the Properties CNT has decided to sell, the closing dates for each of said Properties (which dates shall not be sooner than thirty (30) days after the date of the Offer Notice), and the following due diligence materials: operating statements, leases, reports relating to the physical and/or environmental condition of the applicable Properties, a statement of the estimated value of the applicable Properties from an independent industrial real estate broker with at least ten (10) years experience in the marketplace (which value shall not be binding on CNT or Venture) if in CNT’s possession, rent rolls and revenue and expense statements. CNT and Venture shall use reasonable efforts to agree upon the format and scope of such materials, but agree that the format and scope shall be similar to the materials typically provided by CNT to Venture in connection with the Sale Agreements.
Disposition Transactions. Except as expressly set forth in this Agreement, nothing contained in this Agreement, or any other communication between Lender and any Obligor, shall be construed as a waiver by Lender of any covenant or provision of the Loan Agreement, the other Loan Documents, this Agreement or any other contract or instrument between or among any Obligor or Lender, or of any similar future transaction and the failure of Lender at any time or times hereafter to require strict performance by any Obligor of any provision thereof shall not waive, affect or diminish any right of Lender to thereafter demand strict compliance therewith. Nothing contained in this Agreement shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect Lender’s right at any time to exercise any right, privilege or remedy in connection with the Loan Agreement or any other Loan Document, each as amended hereby, (ii) except as expressly provided herein, amend or alter any provision of the Loan Agreement or any other Loan Document or any other contract or instrument, or (iii) constitute any course of dealings or other basis for altering any obligation of any Obligor under the Loan Agreement or any other Loan Document or any right, privilege or remedy of Lender under the Loan Agreement, any other Loan Document or any other contract or instrument. Lender hereby reserves all rights granted under the Loan Agreement, the other Loan Documents, this Agreement and any other contract or instrument between or among any Obligor and Lender, each as amended hereby.
Disposition Transactions. 21 3.25 Disclosure.................................................................20
Disposition Transactions. Section 3.24 of the Company Disclosure Schedule contains a true and correct list of any and all Disposition Transactions, and all Contracts relating to Disposition Transactions.
