Non-Core Assets. The Surviving Corporation agrees that promptly following the Effective Time it will use commercially reasonable efforts to sell for cash the assets listed on Annex G (all such assets, the “Non-Core Assets”). The Surviving Corporation agrees, subject to complying with applicable Laws and regulatory requirements (including those applicable to Holdco and its Affiliates) to sell the Non-Core Assets (other than the shares of common stock of PrimeEnergy Corporation) only after consultation with H.X. Xxxxxx III and E.
Non-Core Assets. The Company shall use commercially reasonably efforts to sell the Non-Core Assets set forth on Schedule 4.22; provided, however, that the Company will not enter into any contract or other obligation to sell any of the Non-Core Assets without the prior consent of the Purchaser, which consent shall not be unreasonably withheld.
Non-Core Assets. All assets, properties and rights owned, used or previously used by the Sellers in connection with all Non-Core Businesses listed in Section 6.05 of the Disclosure Schedule other than the Intellectual Property listed in Section 2.01(a)(ix) of the Disclosure Schedule.
Non-Core Assets. (a) After the Effective Date, the Shareholders shall take such steps as may be necessary or useful to cause VSEH to sell its Non Core Assets and if the Board of Directors proposes a sale of such assets, the Shareholders shall, and shall cause their nominees on the Board of Directors and the Supervisory Board to cause VSEH to proceed with such disposal unless the Determining Person determines that the proposed sale price and terms are significantly below market price. All sales of Non Core Assets shall be done through an open public tender process or another mechanism, in order to maximize overall sale proceeds.
(b) The Shareholders shall cause VSEH to notify each of the Shareholders of any concluded sale of Non-Core Assets once in every calendar quarter.
20.1 Specific Performance
Non-Core Assets. 10 Offer.............................................................. 10
Non-Core Assets. See Section 9.26. Non-Core Asset Loan. See Section 9.26. Non-U.S. Lender. See Section 6.3.4.
Non-Core Assets. The Issuer shall not, nor shall it permit any Subsidiary to (i) Dispose of all or any portion of the Capital Stock (including by way of merger), or all or substantially all of the assets, of Automotive Components Holdings, and/or Automobile Protection Corp., unless in each case, the Net Cash Proceeds thereof are reinvested in the business of the Issuer within 15 months of such Disposition or, to the extent not so reinvested, are applied as a Mandatory Prepayment pursuant to Section 2.18(a) of the Credit Agreement.
Non-Core Assets. The Company shall not, nor shall it permit any Subsidiary to (i) Dispose of all or any portion of the Capital Stock (including by way of merger), or all or substantially all of the assets, of Jaguar, Land Rover, Aston Xxxxxx, Automotive Components Holdings, and/or Automobile Protection Corp., or Dispose of the Jaguar Trade Name or Land Rover Trade Name, unless in each case, the Net Cash Proceeds thereof are reinvested in the business of the Company within 15 months of such Disposition or, to the extent not so reinvested, are applied as a Mandatory Prepayment pursuant to Section 2.18(a); provided that if Land Rover is not Disposed of with Jaguar in an integrated transaction, the Disposition of all or any portion of the Capital Stock (including by way of merger) or all or substantially all the assets of Land Rover shall only be permitted if the Borrowing Base Coverage Ratio, after giving pro forma effect to such Disposition and the application of the proceeds thereof, is at least 1.25 to 1.00 or (ii) Dispose of the Land Rover Trade Name except in connection with a Disposition of Land Rover pursuant to clause (i).
Non-Core Assets. The Borrower shall not, nor shall it permit any Subsidiary to, Dispose of all or any portion of the Capital Stock (including by way of merger), or all or substantially all of the assets, of Automotive Components Holdings, and/or Automobile Protection Corp. unless in either case, the Net Cash Proceeds thereof are reinvested in the business of the Borrower within 15 months of such Disposition or, to the extent not so reinvested are, unless such Credit Agreement Mandatory Prepayment Event shall have been waived, applied as a Credit Agreement Mandatory Prepayment Event pursuant to Section 2.18(a) of the Existing Credit Agreement.
Non-Core Assets. The entirety of this Article VIII notwithstanding, so long as no Event of Default shall occur and has not been cured in accordance with the terms of the Secured Notes, all indemnifications, security interests, liens and claims of the Agent hereunder in respect of the Non-Core Assets which are sold by an Assignor in accordance with its rights under the Transaction Documents shall be released concurrently with the closing of such sale, and the Agent and the Funds shall execute all documents reasonably required by the purchaser of such Non-Core Assets to so evidence.
