Transfers of Property. The Company shall not, and shall not permit any Subsidiary to, sell (including, without limitation, any sale and subsequent leasing as lessee of such Property), lease as lessor, transfer, or otherwise dispose of any Property (individually, a “Transfer” and collectively, “Transfers”), except
(i) Transfers of inventory, obsolete or worn-out Property or excess equipment no longer useful in the business of the Company or such Subsidiary, in each case in the ordinary course of business of the Company or such Subsidiary, and the Smithfield Canada Transfer;
(ii) Transfers from a Subsidiary to the Company or to any Guarantor and Transfers from the Company to any Guarantor; and
(iii) any other Transfer (including a Transfer of Property to any Person and the concurrent rental or lease of such transferred Property from such Person) at any time of any Property to a Person, other than an Affiliate, for an Acceptable Consideration, if each of the following conditions would be satisfied with respect to such Transfer:
(A) the sum of
(I) the current book value of such Property, plus
(II) the aggregate book value of all other Property of the Company and the Subsidiaries Transferred (other than in Transfers referred to in the foregoing clause (i) and clause (ii) (collectively, “Excluded Transfers”)) during the period beginning on the first day of the then current fiscal year of the Company and ended immediately prior to the date of such Transfer, would not exceed ten percent (10%) of Consolidated Total Assets determined as at the end of the most recently ended fiscal year of the Company prior to giving effect to such Transfer,
(B) the sum of
(I) the current book value of such Property, plus
(II) the aggregate book value of all other Property of the Company and the Subsidiaries Transferred (other than in Excluded Transfers) during the period commencing on October 31, 1999 and ended at the time of such Transfer, would not exceed twenty percent (20%) of Consolidated Total Assets determined as at the end of the most recently ended fiscal year of the Company prior to giving effect to such Transfer, and
(C) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist, provided, that all or any portion of the assets which are the subject of any Transfer of Property shall be excluded for purposes of clause (A) and clause (B) of this Section 6.15(a)(iii), and such Transfer shall...
Transfers of Property. Provided the conditions set forth in subsection (d)(v) below are met, the Transfer of the Property and the Other Properties then owned by Borrower to any one entity in which Flagler Development Company, a Florida corporation, or Florida East Coast Industries, Inc., a Florida corporation, the parent of Borrower ("FECI"), shall own, directly or indirectly, at least fifty-one percent (51%) of the equity interest and retain management control shall be permitted without the necessity of obtaining Lender's consent. A processing fee of $10,000 for each Loan then outstanding shall be required.
Transfers of Property. All conveyances, mortgages, liens, security interests, encumbrances, and other transfers of any interest of the Company in real estate or immovable property by the Company must first be authorized by resolution of the Board of Directors, and executed on behalf of the Company by an officer in accordance with the resolution of the Board of Directors.
Transfers of Property. During the mediation process, if any property is at issue, neither participant without the agreement of the other will transfer, encumber, conceal, or in any way buy or dispose of any tangible or intangible property except in the usual course of business.
Transfers of Property. The Company will not, and will not permit any Subsidiary to, sell (including, without limitation, any sale and subsequent leasing as lessee of such Property), lease as lessor, transfer, or otherwise dispose of a Substantial Part of the Property of the Company and the Subsidiaries (individually, a "Transfer" and collectively, "Transfers"), except Transfers from a Subsidiary to the Company.
Transfers of Property. Except as permitted under Section 6.7(a), the Company will not, and will not permit any Restricted Subsidiary to, sell, lease as lessor, transfer or otherwise dispose of any Property (including, without limitation, Restricted Subsidiary Stock) (collectively, "Transfers"), except:
(i) Transfers from a Restricted Subsidiary to the Company or to a Wholly-Owned Restricted Subsidiary;
(ii) any other Transfer at any time of any Property to a Person, other than an Affiliate, for an Acceptable Consideration, if each of the following conditions would be satisfied with respect to such Transfer:
(A) the result of
(1) the sum of (aa) the current book value of such Property, plus
Transfers of Property. The Payor shall not grant, transfer or convey the whole or any portion of its right, title and interest in and to the Property (“Interest”) to a third party (“New Party”), unless the New Party enters into an agreement with the Payee and Payor agreeing to assume, jointly and severally with the Payor, the obligations of the Payor hereunder. Where the Payor is transferring all of its Interest to a New Party, the Payor may request that the Payee release the Payor from its obligations hereunder, which request may be unreasonably refused unless the New Party passes the Financial Test. The “
Transfers of Property. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.
Transfers of Property. The Company will not, and will not permit any Restricted Subsidiary to, sell, lease as lessor, transfer or otherwise dispose of any Restricted Subsidiary Stock, except pursuant to clause (ii) of this paragraph 6H, or any other Property (collectively, "TRANSFERS") except for:
(a) any Transfer made in compliance with paragraph 6G hereof or any Transfer of Unrelated Assets;
(b) Transfers of inventory, payments to vendors and suppliers, payments of compensation (including, without limitation, salaries, bonuses, options, insurance, benefits, payments pursuant to employment agreements and other perquisites), and other similar payments, in each case in the ordinary course of business of the Company or such Restricted Subsidiary;
(c) any Transfer of Property by a Restricted Subsidiary to the Company or any other Restricted Subsidiary;
(d) any other Transfer at any time of any Property to a Person, other than an Affiliate (whether effected in a single transaction or in a series of related transactions) not otherwise permitted under clauses (a) through (c), inclusive, of this paragraph 6H(i) (for purposes of this clause (d), a "CURRENT TRANSFER"), if each of the following conditions would be satisfied with respect to such Transfer:
(1) the consideration received in respect of such current Transfer is an amount not less than that reasonably obtainable in a comparable arm's-length transaction or series of transactions with a Person that is not an Affiliate of the Company or any Subsidiary, with neither the seller nor the buyer being under any compulsion to sell or buy, respectively,
(2) immediately after giving effect to such current Transfer, no Default or Event of Default would exist,
(3) the sum of
(A) the net book value of the Property that is the subject of such current Transfer, PLUS
(B) the aggregate net book value of all other items of Property of the Company and the Restricted Subsidiaries that were the subject of prior Transfers under this clause (d) consummated during the period beginning on the first day of the four consecutive complete fiscal quarters of the Company then most recently ended and ending immediately prior to the time of such current Transfer, would not exceed 20% of Consolidated Total Assets, determined as at the beginning of such period, and
(4) the sum of
(A) the contribution (expressed as a percentage and exclusive of losses) to Consolidated Operating Income of such Property, plus
(B) the contribution (expressed as a percentage and exclus...
Transfers of Property. The signature of the General Partner shall be sufficient to pass title to any property owned by the Partnership or to execute any promissory notes, trust deeds, mortgages or other instruments of hypothecation, and each of the Limited Partners agrees that a copy of this Agreement, subject to appropriate confidentiality protections, may be shown to the appropriate parties in order to confirm the same, and further agrees that the signature of the General Partner shall be sufficient to execute any documents necessary to effectuate this or any other provision of this Agreement.
