Sale Obligation Sample Clauses

Sale Obligation. From and after April 1, 2000, or --------------- earlier if consented to by Sears Stockholder, if the FS Stockholder finds a third-party buyer to which it sells all of the shares of Common Stock held by the FS Stockholder and its Permitted Transferees and assignees (whether such sale is by way of purchase, merger or other form of transaction), upon the request of the FS Stockholder, each of the Existing Stockholders and the Ripplewood Stockholder shall sell all of the shares of Common Stock and the Taubman Option beneficially owned by such Existing Stockholder and the Ripplewood Stockholder to such third-party buyer pursuant to the same terms and conditions negotiated by the FS Stockholder for the sale of shares of Common Stock held by the FS Stockholder and subject to the provisions of the Taubman Option with respect to the consideration to be received for such Option; provided, that an Existing -------- Stockholder and the Ripplewood Stockholder shall have no obligation to sell its shares of Common Stock and the Taubman Option pursuant to this Section 4 unless the FS Stockholder (including its Permitted Transferees and assignees) sells all of the shares of Common Stock held by them. Each of the Existing Stockholders and the Ripplewood Stockholder agrees to such sale, and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary to consummate such sale. Each of the Existing Stockholders and the Ripplewood Stockholder further agrees to timely take such other actions as the FS Stockholder may reasonably request as necessary in connection with the approval of the consummation of such sale, including voting all Voting Securities in favor of such sale. Each Existing Stockholder shall pay the reasonable incremental out-of-pocket expenses incurred by the FS Stockholder in connection with the inclusion of such Existing Stockholder in a sale consummated pursuant to this Section 4. The Ripplewood Stockholder shall pay its pro rata portion (based on the total value of the consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with a sale consummated pursuant to this Section 4.
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Related to Sale Obligation

  • One Obligation The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

  • Absolute Obligation Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.

  • Enforceable Obligation The Company represents and warrants that at the time of the original issuance of this Note it received the full purchase price payable pursuant to the Note Purchase Agreement in an amount at least equal to the original principal amount of this Note, and that this Note is an enforceable obligation of the Company which is not subject to any offset, reduction, counterclaim or disallowance of any sort.

  • Insurance Obligation During the Term of this Master Contract, Contractor shall possess and maintain in full force and effect, at Contractor’s sole expense, the following insurance coverages:

  • Corporate Obligation No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the capital stock, stockholder, officer, director or employee of the Company or the Trustee or of any predecessor or successor of the Company or the Trustee with respect to the Company's obligations on the Securities or the obligations of the Company or the Trustee under this Indenture or any certificate or other writing delivered in connection herewith. ARTICLE TWO

  • Purchase Obligation An obligation of the Company to repurchase Mortgage Loans under the circumstances and in the manner provided in Section 2.07 or Section 2.08.

  • Enforceable Obligations This Agreement is, and the other Loan Documents when duly executed and delivered will be, legal, valid and binding obligations of each Restricted Person which is a party hereto or thereto, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors' rights.

  • Repurchase Obligation At any time after the date hereof, the Partnership, the members of the Family Group of a Partner that becomes a Former Partner and the Family Holders that are not members of such Family Group shall collectively have the obligation (the “Repurchase Obligation”) to purchase from any Person who is then a Former Partner all of the Partnership Interests (the “Repurchase Interests”) directly or indirectly owned by such Former Partner immediately prior to the applicable Withdrawal Event, and such Former Partner shall be obligated to sell to the purchasing members of such Family Group, such Family Holders and/or the Partnership, as the case may be, all of such Person’s Repurchase Interests. In order to purchase Repurchase Interests pursuant to the Repurchase Obligation, such Family Group member or Family Holder must be an Authorized Transferee of the Former Partner. The Repurchase Obligation shall be effected as follows: (a) Within ten (10) days after the Partnership’s receipt of a notice from a Former Partner as provided in Section 7.2 or the Partnership’s independent determination that a Withdrawal Event has occurred, the Partnership shall provide written notice (the “Repurchase Notice”) to the Former Partner of (i) the Repurchase Obligation; (ii) the number of Repurchase Interests; and (iii) a Valuation Notice setting forth the Initial Value of the Repurchase Interests. Thereafter, the Purchase Price shall be determined under Section 1.76 of this Agreement. (b) Within ten (10) days after the Starting Date, the Partnership shall notify each member of such Former Partner’s Family Group that is an Authorized Transferee of such Former Partner and each Family Holder that is not a member of such Family Group and is an Authorized Transferee of such Former Partner of (i) the occurrence of the Repurchase Obligation; (ii) the number of Repurchase Interests; (iii) the Purchase Price of the Repurchase Interests; (iv) the interest set forth in Section 7.4; and (v) the Starting Date. (c) Within twenty-five (25) days after the Starting Date, each such member of such Family Group and each such Family Holder shall notify the Partnership of how many, if any, of the Repurchase Interests it elects to purchase. (d) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to each Partner providing notice pursuant to Section 8.6(c) of (i) the allocation of the Repurchase Interests among those Persons pursuant to the terms of Section 8.7; (ii) the number of Repurchase Interests to be purchased by the Partnership pursuant to the terms of Section 8.7; (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date; and (iv) amounts payable to the Former Partner pursuant to Section 7.4. (e) The Repurchase Interests shall be allocated in the manner provided in Section 8.7. (f) Notwithstanding the foregoing provisions of this Section 8.6, a Qualified Entity shall not have a Repurchase Obligation.

  • Limited Obligation The obligations, covenants and agreements of the Agency hereunder shall not constitute or give rise to an obligation of the State of New York, the County, or any city, town, village or school district within which the Project Facility is located and neither the State of New York, the County, nor any such city, town, village or school district shall be liable thereon, and further, such obligations, covenants and agreements shall not constitute or give rise to a general obligation of the Agency.

  • Joint Obligation If there be more than one Tenant the obligations hereunder imposed upon Tenants shall be joint and several.

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