Sale-Leaseback. Enter into any arrangement, directly or indirectly, with any Person whereby the Borrower or any Subsidiary shall sell or transfer any property (real, personal or mixed) used or useful in the Business Operations, whether now owned or hereafter acquired, and thereafter rent or lease such property.
Sale-Leaseback. The Borrower will not, and will not permit any Subsidiary to, enter into a sale/leaseback, or similar transaction, for any of its Real Property.
Sale-Leaseback. Except for leases existing on the date hereof and previously disclosed to Lender in writing, and renewals or extension thereof, become or be liable as lessee with respect to any lease of any property (real, personal or mixed) which has been or is to be sold or transferred by Borrower to any person or which Borrower intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by Borrower to any person in connection with such lease.
Sale-Leaseback. The Borrower will not enter into any sale-leaseback transaction (in a single transaction or series of transactions) involving assets which represent more than 5% of such Person's total consolidated assets.
Sale-Leaseback. Enter into any arrangement, directly or indirectly, whereby the Borrower or a Restricted Subsidiary shall sell or transfer any property owned by it in order then or thereafter to lease such property or lease other property which the Borrower or such Restricted Subsidiary intends to use for substantially the same purpose as the property being sold or transferred, except to the extent (x) such sale or transfer is permitted under Section 6.05 and (y) such lease, to the extent constituting a Capitalized Lease, is permitted under Section 6.02.
Sale-Leaseback. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that a portion of this transaction is structured as a sale leaseback, whereby Lessor shall purchase the equipment from Lessee for purposes of leasing the equipment back to Lessee in accordance with the terms and conditions set forth in the Sale Leaseback Agreement dated February 1, 2024, a copy of which is attached hereto and incorporated herein.
Sale-Leaseback. Surgery Center will not enter into any sale-leaseback transaction (in a single transaction or series of transactions) involving assets which represent more than 5% of such Person's total consolidated assets.
Sale-Leaseback. In no event shall the acquisition of Landlord’s interest in the Property by a purchaser which, simultaneously therewith, leases Landlord’s entire interest in the Property back to the seller thereof be treated as an assumption, by operation of law or otherwise, of Landlord’s obligations hereunder, but Tenant shall look solely to such seller-lessee, and its successors from time to time in title, for performance of Landlord’s obligations hereunder. For all purposes, such seller-lessee, and its successors in title, shall be the Landlord hereunder unless and until Landlord’s position shall have been assumed by such purchaser-lessor.
Sale-Leaseback. No Borrower or any Subsidiary of a Borrower shall enter into any agreement with any party (“Lender”) to provide for the leasing by such Borrower or such Subsidiary of a Borrower of real or personal property which has been or is to be sold or transferred by a Borrower to such Lender, or to any Person to whom funds have been or will be advanced by such Lender on the security of such property or the rental obligations of such Borrower or Subsidiary of a Borrower with respect to such property.
Sale-Leaseback. (i) DFI shall use its reasonable good faith efforts prior to Closing, and the Stockholder Representative shall use his reasonable good faith efforts following Closing (with the reasonable cooperation of SYSCO) to bring about a sale of the warehouse and associated realty (other than the Annex Property (as hereinafter defined)) currently owned by DFI located in Portsmouth, Virginia (the "Facility"), and the lease of the Facility back to the Surviving Corporation substantially in accordance with the terms contained in the sale/leaseback agreement attached hereto as Exhibit F as modified by such other terms (including completion of the blanks in such agreement) as may be commercially reasonable in the area of Portsmouth, Virginia (the "Sale/Leaseback Agreement") which provides for a purchase price of not less than $2.91 million.
(ii) In the event that (a) a contract for such sale and leaseback substantially in accordance with the Sale/Leaseback Agreement has not been fully executed at or prior to the Closing or (b) as of Closing such contract has been executed but (A) the purchaser named therein has the right to terminate the contract without forfeiture of any monetary deposit or (B) SYSCO does not have the right to specifically enforce such contract, an additional number of shares of SYSCO Common Stock (and cash payable in lieu thereof in the same proportion as the Cash Election Percentage) otherwise constituting Merger Consideration equal in value to $1.13 million (the "Facility Escrow Fund") will be placed in the Escrow Fund at Closing for a period of up to three (3) years as provided in Section 2.04.
(iii) If the transactions contemplated by the Sale/Leaseback Agreement are consummated on or before the end of such period, the Facility Escrow Fund and interest thereon will be released from escrow to the Stockholder Representative for distribution to the former DFI stockholders.
(iv) If such transaction is not consummated (through no fault of SYSCO or failure by SYSCO to reasonably cooperate with the Stockholder Representative) on or before the end of such period (or is so effected but on terms (other than purchase price) which are not substantially in accordance with those contained in the Sale/Leaseback Agreement) the Facility Escrow Fund and interest thereon shall be forfeited and returned to SYSCO.
(v) If such transaction is timely consummated at a price lower than that specified in the Sale/Leaseback Agreement but otherwise substantially in accordance w...