Property Transfers. Sales, transfers, assignments or other dispositions of other assets of the Borrower, any Loan Party or any Borrower Subsidiary which do constitute Borrowing Base Properties; provided that the Borrower will be in compliance with the Financial Covenants considering the consequences of any such sale;
Property Transfers. Each of Xxxx Foods and WhiteWave, on behalf of itself and its Group Members, waives (and agrees not to assert) any claim or demand that it may have against any other Group Member for any Liabilities or other claims relating to or arising out of: (i) the failure of any WhiteWave Group Member, on the one hand, or Xxxx Foods Group Member, on the other hand, to provide any notification or disclosure required under any state property transfer requirements or other Environmental Law in connection with the Contribution or the other transactions contemplated by this Agreement or any Ancillary Document, including the transfer by any Person in any Group to any Person in the other Group of ownership or operational control of any Assets not previously owned or operated by such transferee or the Consents required under Environmental Law for such Assets or operations, or (ii) any inadequate, incorrect or incomplete notification or disclosure under any such state property transfer requirements or other Environmental Law by the applicable transferor. To the extent any Liability to any Governmental Authority or any third Person arises out of any action or inaction described in clause (i) or (ii) above, the transferee of the applicable or relevant Asset hereby assumes and agrees to pay any such Liability.
Property Transfers. (a) Sell, lease, transfer or otherwise dispose of properties and assets, except for (i) sales of inventory in the ordinary course of business, (ii) the disposition of obsolete or worn-out property in the ordinary course of business, (iii) other dispositions of property or assets in the ordinary course of business which will not, individually or in the aggregate, have a Material Adverse Effect, (iv) the sale or transfer of the West Bend Property, (v) the sale or transfer of the Yxxxxx Property, or (vi) dispositions or other transfers of property or assets pursuant to the Permitted Reorganization; provided in the case of clauses (iv) and (v), Borrower complies with the provisions of Section 2.9 of the Loan Terms, Conditions and Procedures Addendum, or (b) enter into any sale-leaseback transaction.
Property Transfers. (a) Sell, lease, transfer or otherwise dispose of properties and assets, except for sales of inventory in the ordinary course of business, the disposition of obsolete or worn-out property in the ordinary course of business, or other dispositions of property or assets in the ordinary course of business which will not, individually or in the aggregate, have a Material Adverse Effect or (b) enter into any sale-leaseback transaction.
Property Transfers. The Buyer can direct the transfer of contract-accountable property between contracts with Government approval. All transfers must be coordinated between the losing and gaining Contracting Officers and Property Analysts, and by the COTRs, Associate Property Management Officers, and other Program Office personnel as appropriate. The Government will evaluate each transfer to ensure that the gaining contract includes the appropriate Government property clauses (52.245-1, 52.245-9 and CI 245-1), assist in validating the gaining contract requirement, and verify that the transfer will not adversely impact the losing contract. Transfers between contracts must be documented using a DD Form 1149, a Xxxxx's letter, or a contract modification. This documentation shall serve as the only record necessary to document transfers. When multiple items are transferred, a listing of items with all data elements prescribed below must be attached to the transfer document. Data elements to be included are as follows: For tagged assets:
Property Transfers. Sales, transfers, assignments or other dispositions of other assets of the Borrower, any Loan Party or any Borrower Subsidiary which do or do not constitute Borrowing Base Properties; provided that (a) the Borrower will be in compliance with the Financial Covenants considering the consequences of any such sale; and (b) other than in connection with the sale of the Designated Properties, the aggregate amount of any such sales, transfers, or assignments of such other assets shall not exceed ten percent (10%) of the Total Asset Value, as verified by the Administrative Agent, unless prior written approval is obtained from the Administrative Agent (not to be unreasonably withheld, conditioned or delayed);
Property Transfers. Sales, transfers or assignments of other assets of the Borrower, any Loan Party or any Borrower Subsidiary which do or do not constitute Collateral; provided that (a) the Borrower will be in compliance with the Financial Covenants considering the consequences of any such sale; and (b) the aggregate amount of any such sales, transfers, or assignments of such other assets shall not exceed ten percent (10%) of the Total Asset Value, as verified by the Administrative Agent, unless prior written approval is obtained from the Required Lenders (not to be unreasonably withheld, conditioned or delayed);
Property Transfers. It is understood and agreed that, on or prior to the Closing, Opco and Seller will enter into and consummate the transactions contemplated by the Assignment and Assumption Agreement.
Property Transfers. If at any time Borrower owns any Real Property (that is not released pursuant to Article VIII) that is not subject to the Lien of a Deed of Trust, Borrower shall upon request of Majority Lenders, as soon as reasonably practicable: (i) execute, acknowledge and record in the Official Records, a Deed of Trust (or an amendment to an existing Deed of Trust to include such added Real Property as Collateral), subject only to Permitted Exceptions, as a Lien on such Real Property; and (ii) cause a Title Policy (or an endorsement to an existing Title Policy, as required by Majority Lenders, insuring the priority of the Deed of Trust on such added Real Property) to be issued.
Property Transfers. The parties hereto agree that, effective immediately prior to the Distribution on the Distribution Date:
