Partial Sale. In the event of a Sale of a portion of the Real Property, Payee shall select an experienced and reputable appraiser to prepare a written appraisal report of the fair market value of the Real Property in accordance with clause (C) below, and the appraised fair market value submitted to Payee by such appraiser shall be conclusive for purposes of this Note.
Partial Sale. In the event that on or before September 30, 2012, as a result of a Partial Sale, the IRR realized by Investors over the term of the investment through the closing date of the Partial Sale (valuing all of the shares of capital stock in Investors or the Class A-1 Shares and Class A Shares held by Investors immediately before the Partial Sale at the value established for each such class of securities that are transferred in the Partial Sale or at the value otherwise established as a result of the consummation of the Partial Sale) is at least 30%, then the Share Appreciation Rights, to the extent not theretofore vested or expired, shall as of the closing date of such Partial Sale, vest as to the number of Share Appreciation Rights calculated as set forth in paragraph (a) of this Section B(2) multiplied by the percentage of the shares of capital stock in Investors or of the Class A-1 Shares and Class A Shares held by Investors transferred in such Partial Sale.
Partial Sale. Without prejudice to the rights and powers of the Security Trustee under Clauses 11 and 12 or otherwise in connection with the Charged Property if the power of sale has become exercisable, the Security Trustee (acting in consultation with the Lenders) shall consider in good faith whether the sale of part only of the Charged Property will be sufficient to repay in full all amounts owing by the Chargor under this Deed and by the Borrower under the Loan Agreement and the other Loan documents. If, as a result thereof, the Security Trustee shall determine that such partial sale will be sufficient for that purpose and that a partial sale of the Charged Property is then reasonably feasible (taking into account the commercial terms under which such partial sale might be achievable, the timing of such partial sale and such other circumstances as the Security Trustee shall deem appropriate), the Security Trustee shall (subject to the terms and conditions of the Deed of Priorities) proceed with such partial sale. Any such partial sale of the Charged Property shall be without prejudice to the right of the Security Trustee and the other Lender Parties (whether granted pursuant to this Deed or otherwise) with respect to the remaining Charged Property which shall, for the avoidance of doubt, remain in full force and effect until the repayment in full of all amounts owing by the Chargor under this Deed and by the Borrower under the Loan Agreement and the other Loan Documents. If the proceeds of any such partial sale of the Charged Property shall be insufficient to discharge all amounts owing by the Chargor under this Deed and by the Borrower under the Loan Agreement and the other Loan Documents, then the Security Trustee shall not be under any obligation to consider any further partial sale of the Charged Property in accordance with the foregoing provisions of this Clause or otherwise. In the event that the Security Trustee (acting in consultation with the Lenders) shall reasonably determine that any partial sale of the Charged Property pursuant to this Clause is likely to adversely affect the ability of the Lender Parties to recover the full amount owing by the Chargor under this Deed and the Borrower under the Loan Agreement and the other Loan Documents from the proceeds of the Charged Property then the foregoing provisions of this Clause shall not apply and the Security Trustee and the other Lender Parties shall then be at liberty to exercise any of the remedies availa...
Partial Sale. In the event of difficulties in manufacturing the required quantities of Products, Seller will be permitted to make a partial sale.
Partial Sale. In the event that Xxxxx proposes to sell ------------ ("Sell" or a "Sale") a Brewery at which Beer Products are then being produced (the "Sold Brewery"), in a transaction not involving all Breweries owned by Xxxxx, Xxxxx shall:
Partial Sale. In the event that the Company, Lily, the Yofarm Company, Coolbrands Dairy, Inc. or any other wholly-owned subsidiary of the Company sells or transfers brands, products or assets outside of the ordinary course of business, and such sale or transfer does not otherwise constitute a Change of Control or a Reorganization (a "Partial Sale"), then if and to the extent that thereafter the Company distributes, through dividend or equity buyback or otherwise, cash or other consideration to its equity holders (a "Partial Sale Distribution"), then, although the Partial Sale does not trigger the exerciseability of the Warrant, if and when the Warrant is later exercised, in addition to whatever the Holder shall otherwise be entitled to receive pursuant to the terms hereof, the Holder shall also receive its pro rata share of the Partial Sale Distribution based upon the percentage of the total outstanding shares of the Company on a fully diluted basis represented by the number of Warrant Shares with respect to which the Warrant was exerciseable at the time of the Partial Sale Distribution (including the Warrant Shares on an as if exercised basis).
Partial Sale. Anything herein to the contrary notwithstanding, if the Offered Project consists of more than one Project, then unless the General Partner agrees, the Class B Limited Partner shall exercise its option under 8.5.1, if at all, as to all (but not less than all) of such Projects.
Partial Sale. In connection with any tag-along sale described in Section 9.3 of the Operating Agreement in which the Class A Members as a group are selling in the aggregate at least 25% of the Company’s fully diluted equity (by value), the Participant may participate in such sale to the extent provided in Section 9.3 of the Operating Agreement but solely with respect to the Vested Portion.
Partial Sale. Notwithstanding anything to the contrary contained herein, a Borrower may sell a portion of or all of the Collateral owned by such Borrower provided that, prior thereto or as a contemporaneous part of any such transaction, the Borrower pays to Administrative Agent the Release Price of such parcel of land (the “Release Parcel”). The “Release Price” for any Release Parcel shall be the greater of: (a) ninety-three (93) percent of the appraised value of such property as indicated on Exhibit “G-2”, (b) one hundred percent (100%) of the net sales proceeds (i.e., gross sales proceeds less reasonable and customary closing costs), and (c) the amount of the applicable Loan then remaining unpaid and outstanding, with accrued interest, for the respective Borrower (e.g., BHFS II Loan with respect to BHFS II and the BHFS II Collateral) (the amount calculated under (c) being referred to as the “Allocated Debt Amount”). If any Release Price exceeds the related Allocated Debt Amount, such excess shall be applied by the Administrative Agent to one of the other Loans, at the discretion and direction of the Administrative Agent. The payment of the Release Price shall not trigger a Consequential Loss under Section 1.7 of this Agreement. If the net proceeds payable to Administrative Agent as a result of a transaction as described in this Section 3.11 do not equal the Release Price, the Administrative Agent shall nonetheless permit such transaction if the Guarantor or Borrower makes a payment to Administrative Agent to make up the difference, such that the amount be paid as a part of or contemporaneous with such transaction equals the Release Price.
Partial Sale. In such cases where a portion of less than one-hundred percent (100%) of a CyberHeart Product is sold, the above rates in Section 6.4.2 will apply as to the portion sold and the above rates in Section 6.4.1 will apply as to the portion subject to Per-Click Revenue.
