Sale of Subsidiaries. Upon the sale of the stock or substantially all of the assets of any subsidiary of the Companies, which is approved by the ICH Board, such subsidiary shall be automatically released from its obligations hereunder and shall not be considered as having any continuing liability for the obligations hereunder, and Executive shall be released from his obligations to such subsidiary hereunder.
Sale of Subsidiaries. Upon the sale of the stock or substantially all of the assets of any subsidiary of the Company, which is approved by the Board, such subsidiary shall be automatically released from its obligations hereunder and shall not be considered as having any continuing liability for the obligations hereunder, and Executive shall be released from his obligations to such subsidiary hereunder.
Sale of Subsidiaries. Notwithstanding anything to the contrary in Section 7.3, the Borrower shall have the right to sell or otherwise dispose of any Subsidiary (or all or substantially all of the assets thereof), provided that such sale or other disposition does not violate any other provision of this Credit Agreement and immediately before and immediately after such sale or other disposition (i) there shall exist no Default or Event of Default, (ii) no Material Adverse Effect shall result therefrom, and (iii) the representations and warranties contained in Section 5 of this Credit Agreement shall, except to the extent that they relate solely to an earlier date, be true with the same effect as though such representations and warranties had been made at such time.
Sale of Subsidiaries. Subject to the terms and conditions of this Agreement, and in consideration of the covenants and agreements set forth herein (including the waiver set forth in Article 3 hereof), on the Effective Date, Purchaser shall purchase and assume from Seller, and Seller shall sell, transfer, assign and deliver to Purchaser: (a) all of the assets of the Subsidiaries, including the Digital Learning Institute software platform, and (b) all of the liabilities of the Subsidiaries in the approximate amount of $1.959 million (collectively, the “Subsidiaries’ Assets and Liabilities”). In connection with the Sale, Seller shall sell, transfer and deliver and Purchaser shall purchase and acquire the Shares, free and clear of all options, pledges, security interests, voting trusts or similar arrangements, liens, charges or other encumbrances or restrictions of any kind whatsoever (collectively, “Encumbrances”).”
Sale of Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, sell or otherwise dispose of any shares of capital stock of or other ownership interest in any Subsidiary of the Company (except in connection with any acquisition, merger or consolidation permitted by Section 6.08), or permit any Subsidiary of the Company to issue any additional shares of its capital stock or other incidents of ownership, except on a pro rata basis to all its stockholders, partners or owners, as the case may be and provided that any such additional shares of capital stock or other incidents of ownership issued to the Company, any Guarantor or Additional Guarantor are pledged to the Agent.
Sale of Subsidiaries. NBG shall sell or otherwise dispose of (i) NBG Solutions, Inc., no later than August 30, 2001, and (ii) NBG Travel Exclusive, Inc. and NBG Interactive, Inc. no later than November 30, 2001.
Sale of Subsidiaries. 30 4.19. Limitation on Activities, Assets and Liabilities of NBG........30 4.20.1. Holding Company Structure..............................30 4.20.2. Fiscal Year of Gxxxx Xxxxxx Entertainment Corporation...........................................31 4.20.3. Insurance - Gxxxx Xxxxxx Entertainment Corporation.....31 4.20.4.
Sale of Subsidiaries. On the sale of or loss of control of a subsidiary, the Group de-recognises the related assets, liabilities, non- controlling interest and associated goodwill of the subsidiary. The Group reclassifies its share of balances of the subsidiary previously recognised in other comprehensive income either to income or to retained earnings as appropriate. The gain (or loss) on sale recorded in income is the excess (or shortfall) of the fair value of the consideration received over the de-recognised and reclassified balances.
Sale of Subsidiaries. Except as set forth in this Section 5.3, Borrower shall not sell, assign or otherwise transfer, by way of collateral assignment or otherwise, or dispose of, directly or indirectly (by way of collateral assignment or otherwise) any Equity Interest in any Significant Subsidiary; provided that (a) Borrower may sell, transfer or otherwise assign 20% of Borrower’s Equity Interests in TPS and (b) Borrower or any subsidiary of Borrower may engage in limited recourse project financing transactions as provided in Section 5.3.3.
Sale of Subsidiaries. The Members intend that most, if not all, of the Projects will be owned by the Company through individual Subsidiaries and, as a result, it may be advantageous to structure the sale of one or more Projects pursuant to this ARTICLE 13 as a sale of the Subsidiary or Subsidiaries owning such Project or Projects. Accordingly, the provisions of this ARTICLE 13 shall apply equally to the sale of a Subsidiary or Subsidiaries, and where in this ARTICLE 13 reference is made to the sale of a Project or Projects, such terms shall be interpreted to include a reference to the sale of the Subsidiary or Subsidiaries owning such Project or Projects.
