Total Sale Sample Clauses

Total Sale. Subject to the terms of this Section 2.3, Lender shall consent to a one time sale, conveyance or transfer of all of the Properties (hereinafter, a "Total Sale") to any person or entity provided that each of the following terms and conditions are satisfied: (a) No Event of Default shall have occurred and be continuing at the time of the request for the prospective Total Sale or on the date of the Total Sale; (b) Borrower gives Lender written notice of the terms of such prospective Total Sale not less than sixty (60) days before the date on which such Total Sale is scheduled to close and, concurrently therewith, gives Lender all such information concerning the proposed transferee of the Properties (hereinafter, "Buyer") as Lender would require in evaluating an initial extension of credit to a borrower and pays to Lender a non-refundable application fee in the amount of $5,000.00. Lender, acting in good faith, shall have the right to approve or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the proposed Buyer, Lender shall consider Buyer's experience and track record in owning and operating facilities similar to the Properties, Buyer's entity structure, Buyer's financial strength, Buyer's general business standing and Buyer's relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender's agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Lender in good faith determines to be commercially reasonable in Lender's sole discretion and, if given, may be given subject to such conditions as Lender may in good xxxxx xxxx appropriate; (c) Borrower pays Lender, concurrently with the closing of such Total Sale, all out-of- pocket costs and expenses, including, without limitation, attorneys' fees, reasonably incurred by Lender in connection with the Total Sale plus a non-refundable assumption fee equal to one percent (1.0%) of the then outstanding aggregate principal balance of the then Allocated Loan Amount for the Properties; (d) Buyer assumes and agrees to pay the Indebtedness subject to the provisions of Section 5.16 hereof and, prior to or concurrently with the closing of such Total Sale, Buyer executes, without any cost or expense to Lender, including, without limitation, attorneys' fees, such documents and agreements as Lender shal...
Sample 1
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Total Sale. The partial sale of shares of LQIF to one Party shall not be allowed, unless the sale involves all the shares of LQIF. The sale to a third party of any interest in accordance with this instrument shall be subject to such third party’s written agreement to abide by the terms of this Shareholders Agreement and, if applicable, of the Master Agreement, and to assume in writing all of the rights and obligations of the selling Party. In the event that the third party gives its written agreement and after the sale of the corresponding interest has been consummated, the selling Party shall be released from all its obligations under this Shareholders Agreement and the Master Agreement, and will cease to be a party hereof and thereof. The shares acquired through the Tender Offers shall be subject to paragraphs (h) and (i) of Clause Third.
Sample 1

Related to Total Sale

  • Net Sales The term “

  • Gross Sales Notwithstanding anything in the Lease to the contrary the definition of Gross Sales shall be as follows:

  • Royalty Term On a country-by-country and Licensed Product-by-Licensed Product basis, royalty payments in the Territory shall commence upon the first commercial sale of such Licensed Product, whether such sale is to a Public Purchaser, Governmental Authority or private entity or person and whether such sale is made under an EUA or Key Approval, in such country in the Territory and will terminate upon the later of: (a) the expiration, invalidation or abandonment date of the last Valid Claim of the Patents in the country of sale or manufacture of such Licensed Product in the Territory or (b) expiration of regulatory exclusivity of such Licensed Product in such country of sale in the Territory (the “Royalty Term”).

  • Calendar Quarter January through March, April through June, July through September, or October through December.

  • Combination Product The term “

  • Xxxxx Period After payment of the first Dues, the Subscriber is entitled to a grace period of 30 days for the payment of any Dues due. During this grace period, the Agreement will remain in force. However, the Subscriber will be liable for payment of Dues accruing during the period the Agreement continues in force.

  • Following a Change in Control If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

  • Excess Sales If the number or amount of Contract Securities attributable to an Underwriter pursuant to Section 4.1 hereof would exceed such Underwriter’s Original Underwriting Obligation reduced by the number or amount of Underwriters’ Securities sold by or on behalf of such Underwriter, such excess will not be attributed to such Underwriter, and such Underwriter will be regarded as having acted only as a Dealer with respect to, and will receive only the concession to Dealers on, such excess.

  • Contract Year A twelve (12) month period during the term of the Agreement commencing on the Effective Date and each anniversary thereof.

  • Fixed Kilowatt Rate Product If Clearview Energy would like to propose a change to a fixed kilowatt rate product, you will be notified by the process described in Change of Terms. Fixed price products may change due to new or modified federal, state or local laws; or regulatory actions that impose new or modified fees. 2b. Month-to-month Variable Kilowatt Rate Product – Month-to-month variable kilowatt rate products are subject to change without notice at Clearview Energy’s discretion outside of any applicable promotion. If applicable, the Monthly Base Charge may also fluctuate outside of any applicable promotion. All pricing can be viewed at xxx.XxxxxxxxxXxxxxx.xxx.

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