Unique Nature of Assets Sample Clauses

Unique Nature of Assets. It is agreed that the FCC Licenses and other Franchises held by the Borrower and its Subsidiaries are unique assets which (or the control of which) may have to be transferred in order for the Agent adequately to realize the value of its security interest. A violation of the covenants set forth in this Section would result in irreparable harm to the Agent for which monetary damages are not readily ascertainable. Therefore, in addition to any other remedy which may be available to the Agent at law or in equity, Agent shall have the remedy of specific performance of the provisions of this Section. To enforce the provisions of this Section, the Agent is authorized to request the consent or approval of the FCC or PUC to a voluntary or an involuntary transfer of control of any FCC License or other Franchise or sale or transfer of control of a holder of an FCC License or other Franchise.
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Unique Nature of Assets. It is agreed that the licenses, permits and other authorizations granted by various Licensing Authorities and held by the Grantors and the Pledged Subsidiaries are unique assets which (or the control of which) may have to be transferred in order for the Collateral Agent adequately to realize the value of its security interest. A violation of the covenants set forth in this Section would result in irreparable harm to the Collateral Agent for which monetary damages are not readily ascertainable. Therefore, in addition to any other remedy which may be available to the Collateral Agent at law or in equity, Collateral Agent shall have the remedy of specific performance of the provisions of this Section. To enforce the provisions of this Section, the Collateral Agent is authorized to request the consent or approval of any Licensing Authority to a voluntary or an involuntary transfer of control of any license, permit or other authorization or sale or transfer of control of any Person including a Pledged Subsidiary holding the same.
Sample 1

Related to Unique Nature of Assets

  • Location of Assets Neither any Obligor nor any Specified Entity carries on business, has an office or owns any properties or assets located, outside of the Permitted Jurisdictions.

  • Use of Assets Use, manage, operate, maintain and repair all of their assets and properties in a normal business manner.

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . . 4 2.13

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Description of Assets Upon the terms and subject to the conditions set forth in this Agreement, Seller does hereby grant, convey, sell, transfer and assign to Buyer all of its right, title and interest in and to all of the assets, properties and contractual rights owned by Seller or used by Seller in connection with the Business, wherever located, except for the Excluded Assets (as hereinafter defined), including, but not limited to, the following:

  • Dispositions of Assets Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the gross assets of SpinCo, nor shall SpinCo or any member of the SpinCo Group sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the consolidated gross assets of the SpinCo Group. The foregoing sentence shall not apply to sales, transfers, or dispositions of assets in the ordinary course of business. The percentages of gross assets or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this Section 4(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary.

  • Purchases of Assets Fund will, on each business day on which a purchase of Assets shall be made by it, deliver to Custodian Instructions which shall specify with respect to each such purchase:

  • Purchase of Assets Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, the Assets, free and clear of all encumbrances, liens, security interests or other claims.

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • VALUATION OF ASSETS (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date.

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