REAL ESTATE AND EQUIPMENT. To the extent that the Security is real estate or equipment, the Customer has or shall create and register mortgages and other rights, as appropriate, in favor of the Bank in form and substance satisfactory to the Bank and the Customer shall not, without the Bank's prior written consent, demolish or remodel the mortgaged equipment or building or erect any building on any land provided as the Security, create or suffer to be created other mortgages, encumbrances, attachments or security interests over any such real estate or equipment in favor of any other party, or enter into or amend any lease agreement thereof or otherwise dispose of all or any part of same.
REAL ESTATE AND EQUIPMENT. The Shareholders and the Affiliates of such Shareholders who own the assets listed on SCHEDULE II attached hereto shall have agreed to sell and transfer such assets to the Surviving Corporation, for an aggregate purchase price of $802,000.00 in cash, immediately following consummation of the transactions contemplated hereby; and such sale shall be made in a form and manner satisfactory to Parent and Acquisition Sub and their counsel.
REAL ESTATE AND EQUIPMENT. The parties agree to negotiate, execute and deliver prior to Closing, mutually acceptable purchase and sale contracts (the "Sale Documents") for the purchase by Purchaser of the Leased Property currently occupied by the Company, and equipment leased and used by the Company (the "Equipment") which is owned in whole or in part by Related Parties of the Company and which must be acquired by the Purchaser as part of the acquisition of the Company in order for the transactions described herein to be accounted for as a pooling of interests. Notwithstanding the form of the transaction pursuant to which the Leased Property is to be so transferred, the Sale Documents shall contain (a) terms and conditions which are essential to effectuate such transfer in a form acceptable to Purchaser and (b) provisions similar to those set forth in Sections 1.1(f) and 1.10 hereof relating to the MW Common Stock delivered in connection therewith. The Sale Documents shall provide for a purchase price for the Leased Property of the greater of nine times current annual rentals for, or fair market value of, the Leased Property and the fair market value for the Equipment. The fair market value of the Leased Property and Equipment shall be based on third-party appraisals. In addition, the purchase price shall be increased by all cash and cash equivalents acquired by Purchaser pursuant to the Sale Documents valued at their U.S. dollar value. The purchase price shall be net of any mortgages assumed by Purchaser. The purchase price and the amount of any pre-payment penalties incurred by the Sellers for pre-paying any mortgages shall be paid by Purchaser to the Sellers in additional MW Common Stock based on the MW Common Valuation.
REAL ESTATE AND EQUIPMENT. To the extent that a Security is given over real property or equipment, the Customer shall create and register first ranking mortgage and other rights, as appropriate, in favor of the Bank in the form and substance satisfactory to the Bank, and the Customer shall not, without the Bank’s prior written consent, demolish or remodel the mortgaged equipment and real property, relocate the equipment to other site, or erect any building/structure on any mortgaged land, create other mortgages, security interest or encumbrances over such real property or equipment to a third party, or cause the such to be attached or seized, nor shall it be subject to a lease or amendment to a lease agreement that was previously approved by the Bank in writing or dispose of all or party of such real property and/or equipment.
