SALE OF ARLINGTON ASSETS Sample Clauses

SALE OF ARLINGTON ASSETS. So long as there is no Forbearance Termination Event and the Borrowers are in compliance with the terms of the Agreement, the Lenders consent to the sale of the Arlington Assets in accordance with the terms set forth in that certain Letter of Intent (which Letter of Intent shall not be modified without the consent of the Lenders) dated January 28, 2000 (as amended by a letter agreement dated February 14, 2000) between Arlington Capital Partners, L.P. and the Borrowers (the "Arlington Letter of Intent"), subject to the following conditions: (a) the minimum gross sale proceeds generated from the sale of the Arlington Assets shall not be less than $13,000,000 less any tangible net worth adjustment (provided that such tangible net worth adjustment shall not be more than $1,125,000); (b) the sale price holdback shall not exceeds $1,500,000; (c) all closing costs shall be paid by the Borrowers from the amounts set forth in Section 10.13(f) or otherwise and closing costs attributable to severance costs, employee costs, and fees and expenses shall not exceed $1,500,000; (d) the closing costs paid by the Borrowers shall not be deemed to reduce the sales proceeds for purposes of Sections 10.13(e) and 10.13(f); (e) eighty percent (80%) of all net proceeds (including holdbacks, as collected) shall be paid by the Borrowers to the Lenders immediately upon receipt of such proceeds to permanently reduce the Revolving Credit Loans and the Term Loans on a pro-rata basis; (f) twenty percent (20%) of all net proceeds (including holdbacks, as collected) shall be paid by the Borrowers to the Lenders to non-permanently reduce the Revolving Credit Loans; and (g) the sale of the Arlington Assets shall occur on or before April 1, 2000; provided, however, that the Lenders shall not unreasonably refuse to consent to a one-time extension of such closing date.
Sample 1
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SALE OF ARLINGTON ASSETS. The Borrowers shall consummate a sale of the Arlington Assets and deliver the proceeds required to be delivered to the Lenders pursuant to Section 10.13 of the Existing Credit Agreement, on or before April 1, 2000; provided, however, that the Lenders shall not unreasonably refuse to consent to a one-time extension of such closing date.
Sample 1

Related to SALE OF ARLINGTON ASSETS

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Merger, Consolidation or Sale of All or Substantially All Assets (a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of Interests Upon the terms set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Encumbrances, except for any Permitted Encumbrance, all right, title and interest of Seller in and to the Interests.

  • PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS, FUTURES CONTRACTS AND FUTURES CONTRACT OPTIONS

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

  • Purchase and Sale of the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 7,000,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  • Merger, Consolidation and Sale of Assets Not Liquidation For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

  • Merger, Consolidation and Sale of Assets Except as provided in Section 11.7, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by two- thirds of the Trustees and approved by a Majority Shareholder Vote and any such merger, consolidation, sale, lease or exchange shall be determined for all purposes to have been accomplished under and pursuant to the statutes of the State of Delaware.

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