Purchase of Assets 11
3.1 Assets Purchased by Assuming Bank 11
3.2 Asset Purchase Price 11
3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. 12
3.4 Puts of Assets to the Receiver 12
3.5 Assets Not Purchased by Assuming Bank 13 3.6 Assets Essential to Receiver 15
Sale and Purchase of Assets (a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf including the completion of such transactions.
(b) In respect of any sale or purchase of an asset, the Manager shall provide assistance which shall include, but not be limited to, arranging the financing in the case of a purchase and, if necessary, renegotiating existing financing, and in the case of a sale or purchase, arranging other contractual agreements required by the transaction and the general completion of the specific transaction.
(c) The Manager shall assist the Board in reviewing the market for sale and purchase of assets and providing the Company with recommendations in this respect. Any contracts related to a sale or purchase of an asset shall always be subject to the final approval of the Board.
Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.
Sale of Assets, Etc (a) Subject to the penultimate paragraph of this clause (a), the Company will not and will not permit any of its Restricted Subsidiaries to make any Transfer, provided that the foregoing restriction does not apply to a Transfer if:
(i) the property that is the subject of such Transfer constitutes (A) inventory, (B) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Company and the Restricted Subsidiaries or that is obsolete or (C) checks, drafts, money orders or other instruments with respect to accounts receivable that are to be collected in the ordinary course of business, and, in each case, such Transfer is in the ordinary course of business;
(ii) such Transfer is (A) from a Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary or (B) from the Company to a Wholly-Owned Restricted Subsidiary;
(iii) such Transfer is subject to Section 11.2 and satisfies the requirements thereof; or
(iv) such Transfer is not a Transfer described in clause (i) through clause (iii) above, and all of the following conditions shall have been satisfied with respect to such Transfer (each such Transfer is referred to as a "Basket Transfer"):
(A) in the good faith opinion of the Board of Directors of the Company, the Transfer is in exchange for consideration with a Fair Market Value at least equal to the greater of book value or the Fair Market Value of the property exchanged, is in the best interests of the Company and the Restricted Subsidiaries, and is not detrimental to the interests of the holders of Notes,
(B) immediately after giving effect to such transaction no Default or Event of Default would exist, and
(C) immediately after giving effect to such Transfer,
(I) the book value of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10% of Consolidated Tangible Net Assets determined as of the end of the then most recently fiscal year of the Company ended prior to such period, and
(II) the Operating Income Contribution Percentage of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10%. For purposes of determining the book value of any property that is the subject of a Transfer, such book value shall be the book value of such property, as determined in accordance with GAAP, at the time of the consummation of such Transfer, provided that, in the case of a Transfer of any capital stock or other equity interests of a Subsidiary, as provided in Section 11.9(b), the book value thereof shall be deemed to be an amount equal to
Purchases of Assets Fund will, on each business day on which a purchase of Assets shall be made by it, deliver to Custodian Instructions which shall specify with respect to each such purchase:
1. The name of the issuer and description of the Assets; 2. The number of shares or the principal amount purchased, and accrued interest, if any; 3. The trade date; 4. The settlement date; 5. The purchase price per unit and the brokerage commission, taxes and other expenses payable in connection with the purchase; 6. The total amount payable by the Portfolio upon such purchase; 7. The name of the person from whom or the broker or dealer through whom the purchase was made; and 8. The name of the Portfolio with respect to which such purchase was made. In accordance with such Instructions, Custodian will pay for out of monies held for the Account of the applicable Portfolio, but only insofar as monies are available therein for such purpose, and receive the Assets so purchased by or for the Account of the applicable Portfolio. Such payment will be made only upon receipt by Custodian of the Assets so purchased in form for transfer satisfactory to Custodian.
Sale or Lease of Assets Within any period of four consecutive fiscal quarters, the Borrower will not, nor will it permit any Subsidiary to, convey, sell, lease, transfer or otherwise dispose of assets, business or operations with a net book value in excess of 25% of Total Assets as calculated as of the end of the most recent such fiscal quarter.
Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . .
Purchase and Sale of Assets Subject to the terms and conditions set forth below, Seller agrees to assign, sell and transfer to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interest in and to the assets, properties and business (except for Excluded Assets) of every kind and description, wherever located, real, personal, tangible or intangible, used solely by or otherwise relating solely to the Stations as the same shall exist on the Closing Date (as defined herein) (collectively, the Station Assets”). Seller agrees that the Station Assets on the Closing Date shall be free and clear of any and all liens, claims, petitions, charges and encumbrances of any nature whatsoever (“Liens”), and shall include:
(a) the Licenses and any and all other FCC authorizations pertaining to the Stations set forth on Schedule 1(a) hereto;
(b) any and all pending applications before the FCC which relate solely to the Stations;
(c) all books and records relating solely to the Stations;
(d) all of Seller’s proprietary information, technical information, demographic and market data, coverage maps, diagrams and the like which relate solely to the Station or to the future business of the Stations;
(e) all of the Seller’s land, leases, land purchase contracts, tower registrations, tower permits relating solely to the Stations, including but not limited to all rights, title and interest under the leases, subleases, licenses, occupancy agreements or other contracts relating solely to the Stations, as set forth on Schedule 1(e) hereto (collectively the “Real Property”);
(f) all of the Seller’s right, title and interests under existing agreements, contracts, commitments, leases relating solely to the operation of the Stations as more fully described on Schedule 1(f) hereto; and
(g) all of the Seller’s supplies, equipment, inventories and other property purchased but not installed, as and relating solely to the operation of the Stations, as set forth on Schedule 1(g) hereto. In connection with the purchase of Station Assets, Buyer shall assume and agree to pay, perform and discharge when due the following obligations arising in connection with the Station Assets and operation of the business, as the same shall exist on the Closing Date (collectively, the “Assumed Liabilities”): (i) those liabilities arising from the Station Assets that are scheduled by Seller in Schedule 3.6 set forth herein and agreed upon by both Parties, (ii) all obligations of Seller under the leases, contacts and other agreements included in the Station Assets arising and to be performed on or after the Closing Date, but excluding any such obligations arising or to be performed prior to the Closing Date.
REVERSION OF ASSETS (a) Upon expiration of the term of this Agreement, or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination.
(b) In the event City incurs any costs or expenses in enforcing the requirements of this paragraph 15 or in bringing any action to recover the property or amount of any repayment obligation, City shall be entitled to recover its costs and expenses, including reasonable attorney’s fees.
Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted
