Other Asset Transfers Sample Clauses

Other Asset Transfers. To accomplish the transfers required by Section 5.5(a), a portion of the assets of the AT&T Management VEBA (other than Trust-Owned Life Insurance (VEBA) policies) shall be transferred to the Lucent Management VEBA to the extent necessary so that immediately after such transfer and the transfer pursuant to Section 5.5(b), the ratio of the assets of each such VEBA trust to the liabilities payable therefrom as described in Section 5.5(b)(i), is equal.
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Other Asset Transfers effect any sale, disposition, contribution or other transfer of their respective tangible or intangible assets other than (a) with the prior written consent of the Required Lenders, sales, dispositions, contributions or other transfers to other entities included among the Borrowers, the Guarantors and the Pledged Entities; (b) with the prior written consent of the Required Lenders, sales generating Collateral Sale Proceeds applied to prepay the Loans in accordance with the terms of Section 4.2.2; and (c) sales of LIHTC Investments in the ordinary course of Centerline Investor LP’s business consistent with past practices.
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Other Asset Transfers. The Borrowers and the Guarantors shall not effect, and shall not permit or suffer the Pledged Entities effecting, any sale, disposition, contribution or other transfer of their respective tangible or intangible assets other than (a) in connection with securitizations and other transactions consummated in the ordinary course of business consistent with past practices, including without limitation, in connection with the Bond Transaction or any Future Bond Transaction; (b) sales, dispositions, contributions or other transfers to other entities included among the Borrowers, the Guarantors and the Pledged Entities; (c) sales generating Asset Sale Proceeds applied to prepay the Loans in accordance with the terms of Section 4.2.2; and (d) CCG may sell the Capital Stock of CFin Holdings, provided CCG retains at least 30% of the Capital Stock of CFin Holdings.
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Other Asset Transfers. Effect any sale, disposition, contribution or other transfer of their respective tangible or intangible assets constituting all or a material asset of a Line of Business, other than (a) sales, dispositions, contributions or other transfers of any such assets to any Equal or Higher Order Loan Party; (b) sales of used, obsolete or worn out equipment or other property not used in the business of CHC and its Subsidiaries, (c) dispositions of equipment to the extent that (i) such equipment is exchanged for credit against the purchase price of similar replacement equipment or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement equipment; (d) dispositions of accounts receivables in connection with the collection or compromise thereof; (e) any disposition of any inventory or other property or asset by the Borrowers and Guarantors in the ordinary course of business, consistent with past practices, including, without limitation, any sales of (i) a LIHTC Investment to a Centerline-Sponsored Fund, (ii) servicing rights on FHA mortgage loans in connection with the origination of such loans, and (iii) mortgage loans to pre-committed buyers; (f) dispositions of leases, subleases, licenses or sublicenses of real property in the ordinary course of business and which do not materially interfere with the business of the Borrowers and the Guarantors; (g) transfers of property subject to Casualty Events upon receipt of the net cash proceeds of such Casualty Events; and (h) immaterial dispositions of investments in joint ventures relating to multi-family affordable housing developments, to the extent required by or made pursuant to buy/sell arrangements between the joint venture parties set forth in, joint venture arrangements and similar binding arrangement in effect on the Closing Date. For the avoidance of doubt, by way of example only, and not in limitation of the foregoing, any sale, disposition, contribution or other transfer of CMC’s Xxxxxx Xxx Delegated Underwriting and Servicing license or any similar license or governmental or quasi-governmental agency servicing rights shall be deemed to constitute a transfer of a material asset of a Line of Business.
Sample 1
Other Asset Transfers. The Borrowers and the Guarantors shall not effect, and shall not permit or suffer the Pledged Entities effecting, any sale, disposition, contribution or other transfer of their respective tangible or intangible assets other than (a) in connection with securitizations and other transactions consummated in the ordinary course of business consistent with past practices, (b) sales, dispositions, contributions or other transfers to other entities included among the Borrowers, the Guarantors and the Pledged Entities, and (c) sales generating Asset Sale Proceeds applied to prepay the Loans in accordance with the terms of Section 4.2.2.
Sample 1

Related to Other Asset Transfers

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Transfer Assets Not sell, contract for sale, transfer, convey, assign, lease or sublet any of its assets except in the ordinary course of business as presently conducted by the Borrower, and then, only for full, fair and reasonable consideration.

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens:

  • Exempt Transfers Notwithstanding anything to the contrary in this Section, the following transfers of Vested Shares will be exempt from the Right of First Refusal: (a) the transfer of any or all of the Vested Shares during Purchaser’s lifetime by gift or on Purchaser’s death by will or intestacy to Purchaser’s “Immediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to apply to the transferred Vested Shares in the hands of such transferee or other recipient; (b) except as provided in Section 5.7 clause (b) below, any transfer or conversion of Vested Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations; or (c) any transfer of Vested Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “Immediate Family” will mean Purchaser’s spouse or Spousal Equivalent, the lineal descendant or antecedent, brother or sister, of Purchaser or Purchaser’s spouse or Spousal Equivalent, or the spouse or Spousal Equivalent, of any lineal descendant or antecedent, brother or sister of Purchaser, or Purchaser’s spouse or Spousal Equivalent, whether or not any of the above are adopted. As used herein, a person is deemed to be a “Spousal Equivalent” if the relevant person and the related party are registered as “domestic partners” under the laws of the State of New York or any other law having similar effect or provided the following circumstances are true: (a) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (b) they intend to remain so indefinitely, (c) neither are married to anyone else, (d) both are at least eighteen (18) years of age and mentally competent to consent to contract, (e) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (f) they are jointly responsible for each other’s common welfare and financial obligations, and (g) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely.

  • Void Transfers To the greatest extent permitted by the Act and other Law, any Transfer by any Member of any Membership Interests or other interest in the Company in contravention of this Agreement shall be void and ineffective and shall not bind or be recognized by the Company or any other Person. In the event of any Transfer in contravention of this Agreement, to the greatest extent permitted by the Act and other Law, the purported Transferee shall have no right to any profits, losses or Distributions of the Company or any other rights of a Member.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Merger or Consolidation Transfer of Assets If the Owner Trustee merges or consolidates with, or transfers its corporate trust business or assets to, any Person, the resulting, surviving or transferee Person will be the successor Owner Trustee so long as that Person is qualified and eligible under Section 9.1. The Owner Trustee will (i) notify the Issuer and the Administrator (who will notify the Rating Agencies) of the merger or consolidation within 15 Business Days of the event and (ii) file a certificate of amendment to the Certificate of Trust as required by Section 9.3(e).

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • When Company May Merge or Transfer Assets (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

  • Certain Permitted Transfers The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third party, but in the case of this clause (iii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold by the Investors in such sale and the denominator of which is the total number of Common Shares held by the Investors prior to the sale; provided that, if at the time of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares pursuant to a Transfer in accordance with the provisions of this Section 4(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares pursuant to this Section 4(b), the transferring holder of Carried Shares will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

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