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. Parent hereby acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, the Company may, without Parent’s consent, (a) enter into a sale-leaseback transaction with respect to the real property assets currently owned by the Company or its Subsidiaries and identified on Section 6.11 of the Company Disclosure Letter (a “Sale-Leaseback”) on market terms so long as any such Sale-Leaseback would be treated as an operating lease under GAAP and would not result in an additional lease payment that reduces the forecasted amount of 2015 EBITDA, as defined and set forth on Section 6.11 of the Company Disclosure Letter, by more than $3,278,228 and (b) if a Sale-Leaseback is consummated, at the Company’s election, distribute the proceeds of such Sale-Leaseback prior to the Closing or retain such proceeds. The Company will negotiate the terms of any such Sale-Leaseback in good faith with a third party. The Estimated Merger Consideration shall be increased by an amount equal to the product of (i) seven (7) multiplied by (ii) the excess (if any) of (x) $3,278,228 over (y) the additional lease payment for the 2015 fiscal year resulting from any Sale-Leaseback (if any). For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, (A) if no Sale-Leaseback is entered into by the Company prior to the Closing, the Estimated Merger Consideration shall be increased by $22,947,596 and (B) a Sale-Leaseback must be treated as an operating lease under GAAP and not as a financing lease under GAAP and must not constitute Indebtedness. For the avoidance of doubt, any Sale-Leaseback lease shall have a term of not fewer than 15 years and, if a Sale-Leaseback has not been consummated by the Closing, neither Parent nor the Surviving Corporation shall be subject to any contract or agreement that would require Parent or the Surviving Corporation, as applicable, to effect a Sale-Leaseback following the Closing.
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.
