Sale of Certain Assets. The sale of any outstanding equity interests in or assets of those entities listed in Section 5.19 of Sellers’ Disclosure Schedule shall be subject to, and conditioned upon, the prior written consent of the Purchaser.
Sale of Certain Assets. It will not sell, lease, exchange or otherwise dispose of (other than by way of Permitted Encumbrances) any Royalty Assets.
Sale of Certain Assets. 3.1. CRCP agrees to sell to NYCH all of its right, title and interest in and to all assets installed in or on the Property, including without limitation all in-place main and side track devices appurtenant thereto, track materials, wires, pipes, conduits, poles, guys, structures, buildings, signals and bridges located on the Property, as of the date of execution of this Agreement, and all spare parts and special tools necessary for operation and maintenance of such assets owned by CRCP on the date of execution of this Agreement, and specifically excluding any interest in the real property, including but not limited to those items specified in the attached Exhibit E all of which shall hereinafter be refereed to as the "Assets".'
3.2. The consideration to be paid by NYCH to CRCP for purchase of the Assets shall be $1.00 which sun is acknowledged to have been delivered as of the execution of this Agreement.
3.3. Title to the Assets shall be conveyed by Bill of Sale in the form atxxxxed hereto as Exhibit E without covenants or warranties of any nature except those specifically set forth in this Agreement, and conveyance shall be subject to (1) whatever rights the public may have to the use of any roads, alleys, bridges or streets on or crossing the Property, (2) streams, rivers, creeks and waterways passing under, across or through the Property, (3) the reservations contained in the deed attached as Exhibit D or in the Bill of Sale attached hereto xx Exhibit E, it any, (4) any and aLI1 existing tenancies, encumbrances, easements, rights, trackage rights, licenses, permits, privileges, agreements, sidetrack agreements, third party claims, covenants, conditions, restrictions, rights of reentry, possibilities of reverter, existing laws and ordinances, and orders of regulatory agencies, and (5) any pipes, wires, poles, cables, culverts, drainage courses or systems, or other facilities on or crossing the Property, together with the rights of any person entitled thereto to maintain, repair, renew, replace, use or remove the same. Said conveyance shall not, however, be subject to mortgage, tax or other liens for the payment of money. The Assets shall be delivered "as is" on the date of Closing subject to any state of facts that an accurate survey or a prudent inspection of the Property or Assets would disclose, except as otherwise expressly provided herein.
Sale of Certain Assets. 29 8.4 Conduct of Business of Merger Sub..............................30 8.5
Sale of Certain Assets. 30 8.4 Conduct of Business of Merger Sub. . . . . . . . . . 31 8.5
Sale of Certain Assets. 42 SECTION 5.19. RELEASE OF GUARANTY OF INGRAM MICRO, INC...............42 SECTION 5.20. REAL PROPERXX XXXURANCE................................42 SECTION 5.21. SALES AND USE TAX......................................42
Sale of Certain Assets. An amount equal to the net proceeds in excess of $2,000,000 (in any fiscal year) realized from the sale of assets (other than real Property acquired after the date hereof and other than the Covington, Louisiana plant of a Subsidiary of U.S. Borrower which is held for sale as of the date hereof) outside of the ordinary course of business by U.S. Borrower or any of its Subsidiaries shall be applied as a prepayment on the Term Loans within forty-five (45) days after the receipt of such proceeds by U.S. Borrower or its applicable Subsidiary. An amount equal to the net proceeds in excess of $3,000,000 (in any fiscal year) realized from the sale of real Property acquired after the date hereof (other than the Covington, Louisiana plant of a Subsidiary of U.S. Borrower which is held for sale as of the date hereof) by U.S. Borrower or any of its Subsidiaries shall be applied as a prepayment on the Term Loans within forty-five (45) days after the receipt of such proceeds by U.S. Borrower or its applicable Subsidiary. Each such prepayment shall be applied ratably to the Term Notes (based on outstanding principal balances) and shall be applied to scheduled principal installments in inverse order of their maturities.
Sale of Certain Assets. At the Closing, Lessor shall sell, transfer, convey, assign and deliver to the Lessee (or its designee), and Lessee shall purchase from Lessor, the following assets:
(a) all of Lessor's interest, to the extent assignable or transferable by it under applicable law, in and to those contracts and agreements relating to the Business set forth in Schedule 1.3(a) (the "Contracts");
(b) the deposits, escrows, prepaid taxes or other advance payments relating to any expenses of the Business identified in Schedule 1.3(b) (the "Prepaid Expenses");
(c) to the extent useable and not obsolete, all inventories of supplies, drugs, food, janitorial and office supplies and other disposables and consumables existing on the Closing Date (as defined in Section 2.1) and located at the Hospital (the "Operating Inventory"); and
(d) that certain trade credit from Toshiba in the approximate amount of $97,000 towards the purchase of equipment having a value in excess of $253,000. The items referred to in Sections 1.2 and 1.3 are hereafter referred to, collectively, as the "Assets".
Sale of Certain Assets. Borrower agrees to sell, and Agent and Lenders hereby consent (pursuant to Section 15.11 of the Credit Agreement and otherwise) to Borrower selling free and clear of Agent's Liens, the Collateral described on Exhibit D hereto (the "Sale Assets") in the auctions previously identified to Agent that are presently scheduled for September 23, 2015, through September 25, 2015 (collectively, the "September Auctions"); provided, that Borrower hereby agrees to remit the gross proceeds of such sales to Agent; provided, further, that, such consent by Agent and Lenders to the sales and release of Agent's Liens on such Collateral shall not be effective unless and until Agent receives such gross proceeds.
Sale of Certain Assets. Borrower shall use its best efforts to sell within 36 months after the Closing Date the assets and businesses listed on Schedule 6.13 hereof ("Permitted Dispositions"), the terms and conditions of which shall be subject to Lender's approval. 6.14. LEASES:
