Portfolio Sale. 4.1 Assuming Institution Portfolio Sales of Remaining Shared-Loss Loans. The Assuming Institution shall have the right, with the consent of the Receiver, to liquidate for cash consideration, from time to time in one or more transactions, all or a portion of Shared-Loss Loans held by the Assuming Institution at any time prior to the Termination Date (“Portfolio Sales”). If the Assuming Institution exercises its option under this Section 4.1, it must give sixty
Portfolio Sale. (a) Any time after the date which is eighteen (18) months after the date of the acquisition of the Properties by the Underlying Partnership, a Party (for purposes of this Section 8.6, the "Portfolio Selling Party") shall have the right to cause (i) the Partnership to sell all (but not less than all) of the Partnership Properties to any unaffiliated third-party Person, subject to compliance with this Section 8.6; provided, however, that such right may only be exercised in connection with an election, pursuant to Section 10.01(e) of the Underlying Partnership Agreement, to liquidate the Underlying Partnership, in which case the Party whose Affiliate elected such liquidation shall be the "Portfolio Selling Party" hereunder. If the Portfolio Selling Party desires to sell the Partnership Properties, the Portfolio Selling Party shall give the other Party (for purposes of this Section 8.6, the "Remaining Party") written notice of its desire to do so (the "Portfolio Offer Notice"), which Portfolio Offer Notice shall state the aggregate price, measured in dollars and payable solely in cash or immediately available funds (but which may include a credit for any existing mortgage debt to be assumed), at which the Properties as a portfolio, will be offered for sale (the "Portfolio Offer Price"). The Remaining Party shall, within ninety (90) days after its receipt of the Portfolio Offer Notice, notify the Portfolio Selling Party in writing whether or not the Remaining Party will purchase the entire Partnership Interest of the Portfolio Selling Party in the Partnership for a purchase price equal to the amount that the Portfolio Selling Party (and the Affiliate of such Portfolio Selling Party that is a general portion of the Underlying Partnership) would receive if all of the Properties were sold for cash (including a credit for any mortgage debt to be assumed if included in the Portfolio Offer Notice) at the Portfolio Offer Price, and the Partnership were liquidated, on a closing date set forth in such notice which shall not be less than ten (10) nor more than thirty (30) days after the date of delivery of the Remaining Party's response notice. If the Remaining Party does not respond within the said ninety (90) day period, the Remaining Party shall be deemed conclusively to have declined to purchase the entire Partnership Interest of the Portfolio Selling Party in the Partnership as provided hereinabove and to have consented to the sale of the Properties to an unaffiliat...
Portfolio Sale. Notwithstanding anything to the contrary contained in this Section 2 or otherwise in this Agreement, the sale of the Properties and Z and R Bonds by Sellers, to Purchaser pursuant to this Agreement shall be made on a portfolio basis pursuant to which an amount equal to at least seventy-five percent (75%) of the aggregate value of the Properties and Z and R Bonds, in each case, are sold or conveyed to Purchaser and shall include, in any event, the following Properties: (i) Mesa Regal, (ii) Country Meadxxx, (xii) Carriage Cove, (iv) Windmill Manor, (v) Five Seasons, (vi) Desert Skies, (vii) Carefree Manor, (viii) Pickwick, (ix) Creekside, (x) Bear Creek and (xi) Brook Gardens (the "75% Test").
Portfolio Sale. Section 4.1 Assuming Bank Portfolio Sales of Remaining Shared-Loss Assets. The Assuming Bank shall have the right with the concurrence of the Receiver, commencing as of the first day of the third to last Shared-Loss Quarter, to liquidate for cash consideration, in one or more transactions, all or a portion of Shared-Loss Assets held by the Assuming Bank (“Portfolio Sales”). If the Assuming Bank exercises its option under this Section 4.1, it must give thirty (30) days notice in writing to the Receiver setting forth the details and schedule for the Portfolio Sale which shall be conducted by means of sealed bid sales to third parties, not including any of the Assuming Bank’s affiliates, contractors, or any affiliates of the Assuming Bank’s contractors.
Portfolio Sale. Seller and Purchaser hereby acknowledge that the Property is to be purchased in its entirety. In furtherance thereof, in the event that any condition precedent is not satisfied with respect to less than all of the Property, or any other condition arises with respect to less than all of the Property which entitles Purchaser to exercise its remedies under this Agreement, Purchaser shall have no right to purchase less than all of the Property. Notwithstanding the foregoing, the parties acknowledge that Seller must obtain the release from Seller's lender on or before Closing of the mortgage currently encumbering Highlands. In the event that Seller has not obtained such release prior to Closing, Seller shall have the right, to be exercised by delivering written notice to Purchaser not less than three (3) days prior to Closing, to extend the Closing Date, with respect to Highlands only, for a period not to exceed thirty (30) days in order to enable Seller to obtain said release. Said extension of time shall not apply to the Closing with respect to Oxford, Springhouse or Greentree, which shall take place in the time period and the manner and on such other terms as are set forth in this Agreement. If Seller has not obtained the release within said additional thirty (30) day period, then, Purchaser shall have the right, to be exercised by delivering written notice to Seller not less than three (3) days prior to the end of said thirty (30) day period, to extend the Closing Date, with respect to Highlands only, for a period not to exceed an additional thirty (30) days in order to enable Seller to obtain said release. In the event that Purchaser elects not to extend the Closing Date as set forth in the preceding sentence then this Agreement shall be deemed terminated and of no further force and effect with respect to Highlands.
Portfolio Sale. The Borrower shall prepay all or that part of the Loan which is equal to the principal amount of any Mortgage Loans which are the subject of a Portfolio Sale by the Borrower on the date of completion of such sale together with the Collateral Removal Fee in respect of such Mortgage Loans.
Portfolio Sale. The Properties are intended to be purchased and sold as a group. Accordingly, except as set forth in Section 8 hereof or if Seller is unable to cure any Mandatory Cure Items with respect to a particular Tract, Purchaser shall have no right to purchase any portion of the Properties unless Purchaser purchases the Properties in their entirety.
Portfolio Sale. The Sellers and the Purchaser hereby acknowledge and agree that the Assets shall be purchased in their entirety. In furtherance thereof, except as otherwise expressly provided in Article 6, Section 10.2 and Section 10.3, in the event that any Closing Condition is not satisfied with respect to less than all of the Properties which entitles the Purchaser to exercise its remedies under this Agreement, the Purchaser shall have no right or obligation to purchase less than all of the Assets.
Portfolio Sale a. Kosmos shall, or procure that its Affiliates shall, sell, as an integrated portfolio transaction, its, and its Affiliates’, interests in the Portfolio Assets and Shell shall or procure that its Affiliates shall, purchase the Portfolio Assets with all rights attaching or accruing to them at Completion on the terms, provisions and subject to the conditions precedent of the Share Sale and Purchase Agreement or the Farm Out Agreement (as applicable).
Portfolio Sale
