Specified Asset Sales. On or after the Amendment No. 2 Effective Date, no Company shall make any Investment in, make any Restricted Payments to, dispose of, sell, lease or otherwise transfer any assets (including Equity Interests) to, or merge, consolidate or amalgamate with, any of the Specified Entities; other than as a result of transactions that are (i) in the ordinary course of business consistent with past practices or (ii) in accordance with binding contractual arrangements in writing that were in existence and effective as of September 30, 2015 ((x) without giving effect to any amendment, waiver, modification or supplement to such agreements after September 30, 2015 and (y) excluding any agreement that is not effective on, and any transaction that has not been consummated by, September 30, 2015 but contemplated by such contractual agreements to be entered into or consummated on a future date).”
(q) A new Section 6.14 shall be added to the end of Article VI of the Credit Agreement that shall read as follows:
Specified Asset Sales. On or prior to the applicable dates set forth on Schedule 5.14, the applicable Loan Party shall sell each applicable Specified Asset for cash consideration in an amount not less than the amount specified opposite such Specified Asset on Schedule 5.14. In addition, during the first ninety (90) days after the Closing Date, each sale of a Specified Asset shall be done in consultation with the Administrative Agent.
Specified Asset Sales. The sale of all of the shares of McKesson Automation Inc. and certain assets related to the hospital automation business unit.
Specified Asset Sales. The Specified Asset Sales shall have been consummated in accordance with Section 4.1(p) and the final amount of the Net Cash Proceeds shall have been determined. Prior to the consummation of the Specified Asset Sale under the AHA Stock Purchase Agreement, Company shall have caused AHA to make such dividends or distributions to Company so that AHA's Tangible Net Worth (as defined in the AHA Stock Purchase Agreement) is equal to zero at the closing of such Specified Asset Sale.
Specified Asset Sales. The Specified Asset Sales shall have been consummated in accordance with Section 4.1(p) and the final amount of the Net Cash Proceeds shall have been determined; provided that Company shall not be entitled to rely on this condition if Company has not complied with Section 4.1(p).
Specified Asset Sales. The Lenders agree to waive compliance (a) in the case of the Banks, with all provisions of the Loan Documents and (b) in the case of each Existing Creditor, with all provisions of the Existing Agreements to which such Existing Creditor is a party, in each case to the extent and only to the extent necessary to permit the sale of any of the following assets of Xxxxxxx or any Xxxxxxx Affiliate for cash at or above the prices listed therefor, free and clear of any and all claims, liens, charges and encumbrances in favor of, or created by or through, the Lenders, so long as the proceeds of any such sales are promptly remitted by Xxxxxxx to the Collateral Agent for distribution in accordance with the provisions of this Agreement: Asset Minimum Price ----- ------------- Santa Fe County Ranch Resort $ 7,200,000 (as a whole or in parcels at not less than $4,000 per acre) Venture Capital Interests $ 2,000,000 Frontier First Partners $ 554,000 Common and preferred stock of Republic Savings $ 10,800,000
Specified Asset Sales. The Company intends to list for sale its properties located at 00 Xxxxxxxx Xxxxxx, Simi Valley, CA , 000 Xxxx Xxxxxxxxx, Rome, GA and 0000 Xxxxxxxxx Xxxx, Charlotte, NC.
1. Shared Services Support Agreement, dated May 3, 2010, between American Tire Distributors, Inc. and Tire Pros Francorp.
2. Transaction and Monitoring Fee Letter, dated as of May 28, 2010, between TPG Capital, L.P. and American Tire Distributors, Inc. None. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other clai...
Specified Asset Sales. The Borrowers shall prepay the Term Loans in an amount equal to 65% of the Net Asset Sale Proceeds received from the Specified Asset Sales. Such prepayment shall be made no later than 90 days following consummation of the Final Specified Asset Sale (the "Specified Asset Sale Prepayment Date"); provided that in the event any Specified Asset Sale is consummated after the Specified Asset Sale Prepayment Date, then the prepayment relating to such Specified Asset Sale shall be made within 90 days following the consummation of such Specified Asset Sale. All Term Loan prepayments required hereunder shall be applied pro rata against all unpaid installments of principal of the Term Loans and shall be applied first, among the Interest Rate Options to the principal amount of such unpaid installments of the Term Loans that are subject to the Base Rate Option and then to the principal amount of such unpaid installments of the Term Loans that are subject to a Euro-Rate Option.
Specified Asset Sales. Section 5.17 of the Financing Agreement is hereby added to the Financing Agreement to read as follows:
Specified Asset Sales. Company shall, and shall cause each of the Loan Parties to, consummate the Specified Asset Sales (which shall include the assumption by the purchaser of all liabilities, if any, related to such Specified Asset Sales) resulting in cash Net Proceeds of at least $20,000,000 from the disposition of such Specified Asset Sales on or before March 31, 2015 in accordance with Section 6.9(h). In addition, each Friday, Company shall deliver an update, in form and substance satisfactory to the Agent and Service Agent, of the status of the sale process with respect to the Specified Asset Sales and such other information with respect to the sale process that the Agent or Service Agent requests.”
