Divestiture of Assets Sample Clauses

Divestiture of Assets. If any order, judgment, or decree shall be entered in any proceeding requiring a Grantor to divest itself of any material part of its assets, and if, within forty-five (45) days after entry thereof (unless or until enforcement is sooner commenced), such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; or if, within ten (10) days after the expiration of any such stay (unless or until enforcement is sooner commenced), such judgment, order or decree shall not have been discharged; or
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Divestiture of Assets. If any order, judgment, or decree shall be entered in any proceeding requiring Breaching Party to divest itself of any material part of its assets, and if, within forty-five (45) days after entry thereof (unless or until enforcement is sooner commenced), such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal, or if, within ten (10) days after the expiration of any such stay (unless or until enforcement is sooner commenced), such judgment, order or decree shall not have been discharged.
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Divestiture of Assets. Prior to the Closing, the Contributors will cause Newco and its Subsidiaries to transfer and/or distribute to the Contributors or an Affiliate of the Contributors any assets and liabilities of Newco and its Subsidiaries that are not Aftermarket Assets or Aftermarket Liabilities, and the Contributors or such Affiliates will acquire and accept such assets and assume such liabilities. The Contributors will bear all costs, fees or other expenses incurred in connection with such transfer, including Taxes.
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Divestiture of Assets. 11.1 The WATERSHED AGENCY has assumed the rights and obligations of the MDC with respect to the ownership of the Xxxxxxx-Xxxxxx Trunk Sewer and the Xxxxxxx- Xxxxxx Relief Trunk Sewer, and any and all agreements between MDC and Rutland, Holden, Rutland State Hospital, West Boylston, Worcester, and Upper Blackstone Water Pollution Abatement District related thereto. The WATERSHED AGENCY shall be responsible for approving all new connections to the Xxxxxxx-Xxxxxx Sewer and Relief Trunk Sewer, including all capital improvements of these sewer lines that will further protect the watersheds, and managing all xxxxxxxx and payment for sewage conveyed through these lines. Capital improvements are defined as those items that cannot be charged back to users as maintenance costs. The Parties agree to mutually support efforts to transfer ownership and control of the Xxxxxxx-Xxxxxx Sewer and Relief Trunk Sewer to the user communities or such other sewer district or legal entity as may be deemed appropriate to assume such ownership and control. Until such transfer is accomplished, MWRA agrees as requested by the WATERSHED AGENCY to operate and maintain the sewer lines, including meter readings, gates and valves, manhole inspections and evaluations of problem conditions such as infiltration and inflow and shall be reimbursed for its costs by Holden, West Boylston, and Rutland through established payment mechanisms. Operation, maintenance and repair are defined as those items that can be charged to the users.
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Divestiture of Assets. Prior to Closing, (a) Transpro will cause the Company to transfer and/or distribute to Transpro or any Affiliate of Transpro (other than the Company) the assets identified in Section 5.3 of the Disclosure Schedule as "Transpro Assets," which are owned by the Company but not used in the Business, and (b) Transpro will transfer to the Company the assets identified in Section 5.3 of the Disclosure Schedule as "Company Assets," which are owned by Transpro but used in the Business. Transpro will bear all costs, fees or other expenses incurred in connection with the transfer and/or distribution of such assets to Transpro or Transpro's Affiliates.
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Divestiture of Assets. If any order, judgment, or decree shall be entered in any proceeding requiring the Borrower, or DSSI, to divest itself of a substantial part of its assets, and if, within sixty (60) days after entry thereof (unless or until enforcement is sooner commenced), such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; or if, within thirty (30) days after the expiration of any such stay (unless or until enforcement is sooner commenced), such judgment, order or decree shall not have been discharged; or
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Divestiture of Assets. If any order, judgment, or decree shall be entered in any proceeding requiring Buyer to divest itself of any material part of its assets, and if, within forty-five (45) days after entry thereof (unless or until enforcement is sooner commenced), such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal, or if, within ten (10) days after the expiration of any such stay (unless or until enforcement is sooner commenced), such judgment, order or decree shall not have been discharged; or, 101 - FPC Asset Purchase Agreement - CMI.20210907 - EXECUTION.docx 7 4889-5400-0389.2
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Divestiture of Assets. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, in excess of $250,000, all or any part of its business, assets or property of any kind whatsoever, including SenseIt Corp’s licensing agreement with Lucent, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired.
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Divestiture of Assets. If any order, judgment, or decree shall be entered in any proceeding requiring the Borrower, or any of the Guarantors, to divest itself of a substantial part of its assets, and if, within sixty (60) days after entry thereof (unless or until enforcement is sooner commenced), such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; or if, within thirty (30) days after the expiration of any such stay (unless or until enforcement is sooner commenced), such judgment, order or decree shall not have been discharged; or
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Related to Divestiture of Assets

  • Disposition of Assets No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Disposal of Assets Where the Academy Trust acquires assets for a nil consideration or at an under value it shall be treated for the purpose of this Agreement as having incurred expenditure equal to the market value of those assets at the time that they were acquired. This provision shall not apply to assets transferred to the Academy Trust at nil or nominal consideration and which were previously used for the purposes of an Academy and/or were transferred from an LA, the value of which assets shall be disregarded.

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • No disposal of assets The Borrower will not transfer, lease or otherwise dispose of: (a) all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not; or (b) any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation.

  • Purchases of Assets Fund will, on each business day on which a purchase of Assets shall be made by it, deliver to Custodian Instructions which shall specify with respect to each such purchase: 1. The name of the issuer and description of the Assets; 2. The number of shares or the principal amount purchased, and accrued interest, if any; 3. The trade date; 4. The settlement date; 5. The purchase price per unit and the brokerage commission, taxes and other expenses payable in connection with the purchase; 6. The total amount payable by the Portfolio upon such purchase; 7. The name of the person from whom or the broker or dealer through whom the purchase was made; and 8. The name of the Portfolio with respect to which such purchase was made. In accordance with such Instructions, Custodian will pay for out of monies held for the Account of the applicable Portfolio, but only insofar as monies are available therein for such purpose, and receive the Assets so purchased by or for the Account of the applicable Portfolio. Such payment will be made only upon receipt by Custodian of the Assets so purchased in form for transfer satisfactory to Custodian.

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . .

  • Location of Assets To keep any property belonging to the Trust at any place in theUnited States.

  • Dispositions of Assets Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the gross assets of SpinCo, nor shall SpinCo or any member of the SpinCo Group sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the consolidated gross assets of the SpinCo Group. The foregoing sentence shall not apply to sales, transfers, or dispositions of assets in the ordinary course of business. The percentages of gross assets or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this Section 4(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary.

  • Merger or Sale of Assets In the event that the Company shall effect (i) any consolidation or merger of the Company with or into any other person in which those holding more than 50% of the voting power of the Company prior to the consolidation or merger no longer hold more than 50% of the voting power of the surviving entity, or (ii) the sale or other disposition of all or substantially all of the Company's assets to any other person, in such a way that the holders of Common Stock shall be entitled to receive cash, securities, evidences of indebtedness or other property with respect to or in exchange for their shares of Common Stock, then, in each such event and as a condition precedent to the consummation thereof, the Company or such other person as is formed by or survives such consolidation or merger or acquires such assets, as the case may be, shall execute and deliver to the Holder, without payment of any additional consideration therefor, a new Warrant (in form and substance approved by the Holder, which approval shall not be unreasonably withheld or delayed) providing that the Holder shall have the right thereafter, during the period such Warrant shall remain outstanding, to exercise such Warrant into the kind and amount of cash, securities, evidences of indebtedness and other property as the Holder would have received had the Holder been the record owner, at the time of such consolidation, merger, sale or disposition, of that number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the consummation of such consolidation, merger, sale or disposition. If the holders of the Common Stock may elect from choices the kind and/or amount of cash, securities, evidences of indebtedness and other property receivable upon such consolidation, merger, sale or disposition, then, for purposes of this Section 3(d), the kind and amount of cash, securities, evidences of indebtedness and other property receivable by the Holder upon exercise of such new Warrant shall be specified by the Holder, which specification shall be made by the Holder by the later of (I) ten (10) business days after the Holder is provided with a final version of all material information concerning such choice as is provided to the holders of Common Stock, or (II) the last time at which the holders of Common Stock are permitted to make their specifications known to the Company; provided, however, that if the Holder fails to make any specification within such time period, the Holder's choice shall be deemed to be whatever choice is made by a plurality of the holders of Common Stock not affiliated with the Company or, in the case of a consolidation, merger, sale or disposition, the other parties thereto. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The foregoing provisions shall similarly apply to successive consolidations, mergers or asset acquisitions.

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