Sale of the Project. For a period of two years following the Closing Date, the Partnership and the General Partner shall not, without the prior written consent of the affected Equity Holder(s): (a) sell or otherwise dispose of the Project (other than through a deed in lieu of foreclosure, a foreclosure action, or an act of eminent domain) unless such sale or disposition qualifies for non-recognition of gain under the Code (for example, by means of exchanges contemplated under Code sections 351, 354, 355, 368, 721, 1031, or 1033), in such manner as the Code provides from time to time and the Equity Holders recognize no gain as a result thereof or (b) cause a voluntary distribution of property that would cause the Equity Holders to recognize income or gain pursuant to the provisions of either or both of sections 704(c)(1)(B) and 737 of the Code.
Sale of the Project. Pursuant to an Asset Purchase Agreement relating to Nine Mile Point Unit 2 Nuclear Generating Facility ("NMP2"), dated as of December 11, 2000, by and among the Corporation, New York State Electric & Gas Corporation, Rochester Gas and Electric Corporation, Central Xxxxxx Gas & Electric Corporation, Constellation Energy Group, Inc. and Constellation Nuclear, LLC (the "NMP2 Purchaser"), the Corporation has sold its interest in NMP2 of which the Project is a part to the NMP2 Purchaser. Section 3.07.
Sale of the Project. If the original Landlord hereunder, or any successor owner of the Project, sells or conveys the Project, all liabilities and obligations on the part of the original Landlord, or such successor owner, under this Lease accruing after such sale or conveyance shall terminate, and the original Landlord, or such successor owner, shall automatically be released therefrom, and thereupon all such liabilities and obligations shall be binding upon the new owner. Xxxxxx agrees to attorn to such new owner.
Sale of the Project. In the event the Project is sold, conveyed or transferred during the term hereof, Owner may assign this Agreement to the purchaser of the Project, subject to obtaining Manager's prior written consent, or Owner may terminate this Agreement, and Owner shall pay to Manager a termination fee equal to the Fee payable hereunder for the month prior to the month of termination. Manager, unless otherwise agreed, shall have no duties in connection with any such sale except reasonable cooperation with brokers and purchasers.
Sale of the Project. (a) If TRG LLC or Taubman (it being understood that the Partners comprising Taubman shall act jointly for purposes of this Section 6.6) desires to market and sell either (i) the Partnership's membership interest in SunValley LLC or (ii) the Shopping Center on behalf of SunValley LLC to a Third Party, TRG LLC or Taubman, as applicable (the "Triggering Partner") shall deliver to whichever of TRG LLC and Taubman is not the Triggering Partner (the "Non-Triggering Partner") an irrevocable offer (the "Sale Offer") in writing stating a cash purchase price attributable to one hundred percent (100%) of the Partnership's assets. The Non-Triggering Partner shall then have the option to purchase the Partnership Interest(s) of the Triggering Partner for cash at a price equal to the amount (the "Sale Price") that the Triggering Partner would receive under Section 8.1(a) hereof, if the Partnership's assets were sold for the purchase price set forth in the Sale Offer and all of the liabilities of the Partnership were satisfied. The Non-Triggering Partner shall specify in a notice (a "Trigger Notice") to the Triggering Partner, within forty-five (45) Days after receipt of the Sale Offer, whether or not it(they) desires to accept the Sale Offer and purchase the Partnership Interest(s) of the Triggering Partner for the Sale Price. Such Trigger Notice shall be accompanied by a cash earnest money deposit equal tx xxxx xxxxxnt (5%) of the purchase price of the Triggering Partner's Partnership Interest if the Non-Triggering Partner has elected to purchase the Triggering Partner's Partnership Interest(s). Failure to give a Trigger Notice that the Non-Triggering Partner has elected to purchase the Partnership Interest(s) of the Triggering Partner (and to deliver the required deposit) within such forty-five (45) Day period, shall constitute an election to reject the Sale Offer. If the Sale Offer was not so accepted by the Non-Triggering Partner, the Triggering Partner may sell either (i) the Partnership's membership interest in SunValley LLC, or (ii) the Shopping Center, as the case may be, and all other assets of the Partnership to a Third Party for an all cash at closing purchase price that is equal to (or greater than) ninety-five (95%) of the 49
Sale of the Project. Seller agrees to sell the Project to Purchaser and Purchaser agrees to acquire and purchase the Project from Seller in accordance with the terms and provisions contained herein. As used herein, the term Personal Property shall not include Seller’s rights and interest in the name “The Grove”, the oak leaf logo used in conjunction with such name, or any goodwill and other intangible interests associated therewith (the “Trademarks”), and such Trademarks shall not be conveyed to Purchaser as a part of the transaction contemplated by this Agreement, but Seller shall grant to Purchaser a license to use such Trademarks pursuant to terms and conditions contained in a License Agreement, in the form attached hereto as Exhibit “J”.
Sale of the Project. SECTION 3.1 Sale of the Project ......................................................................................
Sale of the Project. In consideration of this Agreement, Issuer hereby sells to City and City hereby purchases from Issuer, all of the right, title and interest of Issuer in the Project, subject to Permitted Encumbrances. Issuer agrees to execute a limited warranty deed to City and to deliver the same to City upon completion of the Project and no later than June 30, 2021. Said deed shall convey to City the fee simple title to the Project, free and clear from all encumbrances except Permitted Encumbrances. The Issuer shall execute such other instruments and documents as City may reasonably request to perfect the transfer of title to the Project to City.
Sale of the Project. Pursuant to an Asset Purchase Agreement relating to Nine Mile Point Unit 1 Nuclear Generating Facility ("NMP1"), dated as of December 11, 2000, by and among the Corporation, Constellation Energy Group, Inc. and Constellation Nuclear, LLC (the "NMP1 Purchaser"), the Corporation has sold NMP1 of which certain portions of the Project are a part to the NMP1 Purchaser. Pursuant to an Asset Purchase Agreement relating to Nine Mile Point Unit 2 Nuclear Generating Facility ("NMP2"), dated as of December 11, 2000, by and among the Corporation, New York State Electric & Gas Corporation, Rochester Gas and Electric Corporation, Central Xxxxxx Gas & Electric Corporation, Constellation Energy Group, Inc. and Constellation Nuclear, LLC (the "NMP2 Purchaser"), the Corporation has sold its interest in NMP2 of which certain portions of the Project are a part to the NMP2 Purchaser. Section 3.07.
Sale of the Project. PROVISIONS FOR PAYMENT Section 4.1. Sale of the Project....................................................................9 Section 4.2.
