Divestiture Transactions definition
Examples of Divestiture Transactions in a sentence
As a result of the Impairment Events, the representation and warranty set forth in Section 5.6 of the Credit Agreement relating to a Material Adverse Effect may not be true and correct as of the Borrowing Date of any Credit Extension occurring after the date hereof with respect to a Substantial Portion of the Collateral under the Collateral Documents, consisting of the assets sold in the Divestiture Transactions or written down to give effect to the Divestiture Transactions.
To the extent that any actions are required following the Closing for the implementation of the Divestiture Transactions, Buyer will, and will cause the Companies to, and Sellers will, and will cause their Affiliates to, take all such actions, as may reasonably be requested by Sellers or Buyer.
Sellers shall regularly review with the Buyer the progress of the Divestiture Transactions and the Divestiture Consents.
The Lexington Divestiture Transactions shall have been consummated in accordance with applicable law and the Purchase Documents concurrently with the effectiveness of this Consent and Amendment and all conditions to the consummation of the Lexington Divestiture Transactions set forth therein shall have been satisfied or waived by the Obligors.
Each Seller has the requisite power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party and, assuming the consummation of the Divestiture Transactions, to undertake and perform fully the transactions contemplated hereby and thereby.
No assignment will relieve the assignor of its obligations or liabilities hereunder without the prior written consent of the other parties hereto, and no assignment will occur without the prior written consent of the other parties, except, for the avoidance of doubt, for any assignment of assets that are to be part of the Retained Businesses, required to implement the Divestiture Transactions.
The assets, Subsidiaries and associated liabilities to be divested by the Company in the Divestiture Transactions are listed on Schedule 2.3(e) hereto.
For the avoidance of doubt, without limitation, nothing in this Section 5.1 or this Agreement restricts or prohibits the Seller from engaging in the business conducted by the businesses subject to the Divestiture Transactions or in the Permitted Businesses.
There will be no Orders in effect preventing consummation of any of the Divestiture Transactions or the sale and purchase of the Securities as contemplated by this Agreement.
The Borrower proposes to arrange for the payment, forgiveness, or other settlement of these intercompany loan transactions shortly before the required Divestiture Transactions take place.