Sale Provisions definition

Sale Provisions. Servicing" and "The Indenture", insofar as such statements constitute a summary of the Notes, the Indenture, the Administration Agreement, the Purchase Agreement, the Sale and Servicing Agreement and the Trust Agreement, constitute a fair summary of such documents.
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Sale Provisions means those certain provisions included in the Confirmation Order and/or Plan, in each case, in form and substance reasonably acceptable to the Buyer and the Sellers, and consistent in all material respects with this Agreement that, among other things: (a) approves (i) this Agreement and the execution, delivery, and performance by the Sellers of this Agreement, the Related Agreements, and the other instruments and agreements contemplated hereby, (ii) the sale of the Acquired Assets to the Buyer free and clear of all Liens, Claims and interests to the maximum extent permitted by the Bankruptcy Code (other than any Permitted Liens), (iii) the assumption of the Assumed Liabilities by the Buyer on the terms set forth herein, and (iv) the assumption of and assignment to the Buyer of the Transferred Contracts on the terms set forth herein; (b) determines that the Buyer is a good faith purchaser within the meaning of the Bankruptcy Code, the consideration received by Sellers represents reasonably equivalent value in connection with the transactions contemplated in this Agreement, and Buyer has provided adequate assurance of future performance with respect to the Transferred Contracts; (c) provides that the Sellers and their Affiliates and the Buyer and its Affiliates release each other from all claims relating to, among other things, the negotiation, execution, and implementation of this Agreement, its termination in accordance with the terms hereof, and the transfer of rights to the Buyer and its Affiliates; (d) provides that Reorganized RentPath and the Buyer shall have no Liabilities with respect to any Confirmation Liabilities and all Persons holding Confirmation Liabilities are hereby forever barred, estopped and permanently enjoined from asserting any Confirmation Liabilities against Reorganized RentPath or the Buyer, as applicable, and/or any of their respective property or the Acquired Assets; and (e) otherwise are necessary to effectuate the transactions contemplated by this Agreement (including, for the avoidance of doubt, any provisions relating to (i) the discharge of claims against the Company and/or Reorganized RentPath, and (ii) the operation of Reorganized RentPath after the Plan Effective Date).
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Sale Provisions means those certain provisions included in the Confirmation Order and/or Plan, in each case, in form and substance reasonably acceptable to the Buyer and the Sellers, and consistent in all material respects with this Agreement that, among other things: (a) approves (i) this Agreement and the execution, delivery, and performance by the Sellers of this Agreement, the Related Agreements, and the other instruments and agreements contemplated hereby, (ii) the sale of the Acquired Assets to the Buyer free and clear of all Liens, Claims and interests to the maximum extent permitted by the Bankruptcy Code (other than any Permitted Liens), (iii) the assumption of the Assumed Liabilities by the Buyer on the terms set forth herein, and
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Examples of Sale Provisions in a sentence

  • Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings listed in the following Fundamental Sale Provisions.

  • Seller is the owner of certain real property and improvements located at the address set forth in the Fundamental Sale Provisions below.

  • No termination fee is payable with respect to the termination of the Origination and Sale Provisions, whether terminated by the PFI or the Bank.

  • Notice of termination of the Origination and Sale Provisions may be given at any time but must conform to Article XIII of this Contract.

  • Initial sweeping shall begin the day after microsurfacing placement.

  • Termination of the Origination and Sale Provisions will not affect any outstanding Delivery Commitments for which the Bank has issued its written acceptance, provided, however, that if the PFI has breached this Contract, the Bank may declare any or all outstanding Delivery Commitments and its acceptance thereof void.

  • In the event of termination of the Origination and Sale Provisions for cause, such termination shall take effect immediately upon notice of termination, and may include the cancellation of the unused portion of any Master Commitments.

  • Termination of the Origination and Sale Provisions without cause shall be effective with respect to the unused portion of any Master Commitments sixty (60) days after notice of termination is given, unless the notice specifies a later effective date.

  • If the Company elects to exercise its rights under the Leaver Sale Provisions (a “Leaver Sale”), then the Atrium Nominee shall be permitted hereunder to Transfer any Common Shares held by the Atrium Nominee on behalf of such Leaver in accordance with the terms of the Leaver Sale Provisions.

  • Germany, which is Europe’s largest economy, aimed to combine what it viewed as the better aspects of capitalism, i.e. private ownership, while protecting workers against its rougher effects, such as layoffs, granting employees’ seats on a corporation’s supervisory board via co-determination laws, and providing generous social benefits in what is labeled a social-market economy.


More Definitions of Sale Provisions

Sale Provisions means the provisions applicable to the sale of any Charged Assets by the Calculation Agent pursuant to this item 22 in accordance with the following paragraph. Any such Charged Assets are referred to below as “Sale Securities”. The Calculation Agent shall use all reasonable efforts to sell the relevant Sale Securities at its best available execution price, but, subject as aforesaid, shall not be liable for the price obtained by it, nor shall the Calculation Agent be required to delay any sale of the relevant Sale Securities in anticipation that a better price might be obtained. The Custodian shall deliver any Sale Securities sold by the Calculation Agent as aforesaid in accordance with the instructions of the Calculation Agent and shall be entitled to rely absolutely without enquiry on such instructions and shall not be liable for so doing, other than in the case of gross negligence, fraud or wilful default. The Calculation Agent shall credit the proceeds of sale of such Sale Securities (converted, if necessary, into EUR at the then prevailing relevant foreign exchange rate) to the Collateral Account pending their application in accordance with Condition 4(d) and the Priority specified in item 12(ii).
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Sale Provisions means the provisions applicable to the sale of any Charged Assets by the Calculation Agent pursuant to this item 22 in accordance with the following paragraph. Furthermore, provided that no Event of Default (as defined in the Charged Agreement) has occurred and is continuing with respect to the Swap Counterparty, the following paragraph shall also apply to the sale of any Eligible Securities which have been transferred by the Swap Counterparty pursuant to the Credit Support Annex and are held by or on behalf of the Issuer to the extent that such Eligible Securities are not required to be transferred to the Swap Counterparty pursuant to the Credit Support Annex. Any such Charged Assets and Eligible Securities are referred to below as “Sale Securities”.
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Sale Provisions means the provisions applicable to the sale of any securities by the Calculation Agent pursuant to this item 22 as follows:
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Sale Provisions means the provisions applicable to the sale of any Charged Assets by the Calculation Agent pursuant to this item 22 in accordance with the following paragraph. Furthermore, provided that no Event of Default (as defined in the Charged Agreement) has occurred and is continuing with respect to the Swap Counterparty, the following paragraph shall also apply to the sale of any Eligible Securities which have been transferred by the Swap Counterparty pursuant to the Credit Support Annex and are held by or on behalf of the Issuer to the extent that such Eligible Securities are not required to be transferred to the Swap Counterparty pursuant to the Credit Support Annex. Any such Charged Assets and Eligible Securities are referred to belowas “Sale Securities”. The Calculation Agent shall use all reasonable efforts to sell the relevant Sale Securities at its best execution price, but, subject as aforesaid, shall not be liable for the price obtained by it, nor shall the Calculation Agent be required to delay any sale of the relevant Sale Securities in anticipation that a better price might be obtained. The Custodian shall deliver any Sale Securities sold by the Calculation Agent as aforesaid in accordance with the instructions of the Calculation Agent and shall be entitled to rely absolutely without enquiry on such instructions and shall not be liable for so doing, other than in the case of gross negligence, fraud or wilful default. The Calculation Agent shall credit the proceeds of sale of such Sale Securities (converted, if necessary, into EUR at the then prevailing relevant foreign exchange rate) to the Collateral Account pending their application in accordance with Condition 4(d) and the Priority specified in item 12(ii). Also, provided that no Event of Default (as defined in the Charged Agreement) has occurred and is continuing with respect to the Swap Counterparty, the Calculation Agent shall, if an Early Redemption Amount becomes payable by the Issuer pursuant to this item 22, exchange any Eligible Credit Support comprising cash (other than EUR) held by or on behalf of the Issuer and which is not required to be transferred to the Swap Counterparty into EUR at the then prevailing relevant foreign exchange rate.
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Sale Provisions means those certain provisions included in the Confirmation Order and/or Plan in form and substance reasonably acceptable to the Buyer and the Sellers that, among other things, (a) approves (i) this Agreement and the execution, delivery, and performance by the Sellers of this Agreement, the Related Agreements and the other instruments and agreements contemplated hereby, (ii) the sale of the Acquired Assets to the Buyer free and clear of all Liens to the maximum extent permitted by the Bankruptcy Code (other than any Permitted Liens), (iii) the assumption of the Assumed Liabilities by the Buyer on the terms set forth herein and (iv) the assumption of and assignment to the Buyer of the Transferred Contracts on the terms set forth herein; (b) determines that the Buyer is a good faith purchaser within the meaning of the Bankruptcy Code and has provided adequate assurance of future performance with respect to the Transferred Contracts; (c) provides that the Sellers and their Affiliates and the Buyer and its Affiliates release each other from all claims relating to, among other things, the negotiation, execution and implementation of this Agreement, its termination and the transfer of rights to the Buyer and its Affiliates; (d) provide that the Termination Payment shall constitute allowed administrative expenses of the Sellers’ estates under section 503(b) of the Bankruptcy Code; and (e) otherwise are necessary to effectuate the transactions contemplated by this Agreement (including, for the avoidance of doubt, any provisions relating to (x) the discharge of claims against the Company and/or Reorganized RentPath and (y) the operation of Reorganized RentPath after the Plan Effective Date).
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Related to Sale Provisions

  • Transfer Provisions means the provisions of Section 00-00-000 of the FILOT Act, as amended or supplemented from time to time, concerning, among other things, the necessity of obtaining County consent to certain transfers.

  • Exchangeable Share Provisions means the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares;

  • Other Applicable Provisions To the extent Dealer is obligated to deliver Shares under any Transaction, the provisions of Sections 9.2 (last sentence only), 9.8, 9.9, 9.10, 9.11 and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to such Transaction; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Counterparty is the issuer of the Shares.

  • Special Purpose Provisions has the meaning specified in Section 11.02 of the LLC Agreement.

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.

  • General Provisions means those portions of the Subscription Agreement headed “General Provisions” and contained on pages 7 to 12;

  • provisions means "provisions, terms, agreements, covenants and/or conditions"; (iii) "lien" shall mean "lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust"; (iv) "obligation" shall mean "obligation, duty, agreement, liability, covenant and/or condition"; (v) "any of the Leased Premises" shall mean "the Leased Premises or any part thereof or interest therein"; (vi) "any of the Land" shall mean "the Land or any part thereof or interest therein"; (vii) "any of the Improvements" shall mean "the Improvements or any part thereof or interest therein"; (viii) "any of the Equipment" shall mean "the Equipment or any part thereof or interest therein"; and (ix) "any of the Adjoining Property" shall mean "the Adjoining Property or any part thereof or interest therein".

  • Basic Lease Provisions means and refer to the following collective terms, the application of which shall be governed by the provisions in the remaining Articles of this Lease.

  • Restrictive Covenant Agreements has the meaning set forth in the Recitals.

  • Exchange Provision At any time after the date an Acquiring Person obtains 15% or more of the Company's Common Stock and prior to the acquisition by the Acquiring Person of 60% of the outstanding Common Stock, the Company's Board of Directors may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for shares of Common Stock of the Company at an exchange ratio of one share of Common Stock per Right (subject to adjustment). However, if a majority of the Company's Board of Directors is elected by shareholder action by written consent, then for a period of 180 days following such election the Rights cannot be exchanged if such exchange is reasonably likely to have the purpose or effect of facilitating an acquisition of the Company by a person or entity who proposed, nominated or supported a director of the Company so elected by written consent (an "INTERESTED PERSON"). REDEMPTION OF Rights will be redeemable at the Company's THE RIGHTS: option for $0.01 per Right at any time on or prior to public announcement that a Person has acquired beneficial ownership of 15% or more of the Company's Common Stock (the "SHARES ACQUISITION DATE"). However, if a majority of the Company's Board of Directors is elected by shareholder action by written consent, then for a period of 180 days following such election the Rights cannot be redeemed if such redemption is reasonably likely to have the purpose or effect of facilitating an acquisition of the Company by an Interested Person. EXPIRATION OF The Rights expire on the earliest of (a) August THE RIGHTS: 14, 2011, or (b) exchange or redemption of the Rights as described above. AMENDMENT OF The terms of the Rights and the Rights TERMS OF RIGHTS: Agreement may be amended in any respect without the consent of the Rights holders on or prior to the Distribution Date; thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the Rights holders in order to cure any ambiguities or to make changes which do not adversely affect the interests of Rights holders (other than the Acquiring Person). However, if a majority of the Company's Board of Directors is elected by shareholder action by written consent, then for a period of 180 days following such election the Rights Agreement cannot be

  • Ownership Restrictions means collectively the Ownership Limit as applied to Persons other than the Initial Holder or Look-Through Entities, the Initial Holder Limit as applied to the Initial Holder and the Look-Through Ownership Limit as applied to Look-Through Entities.

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • former provisions means the provisions of the Petroleum Act 1936 which, by force of section 134 of the Petroleum Act are deemed to subsist and enure in their application to or in relation to the Xxxxxx Island Lease;

  • Restricted network provision means any provision which conditions the payment of benefits, in whole or in part, on the use of network providers.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Standard Provisions mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.

  • Specific Redemption Provisions means, with respect to a Special Dividend Period either, or any combination of, (i) a period (a "Non-Call Period") determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during which the shares of AMPS subject to such Dividend Period shall not be subject to redemption at the option of the Corporation and (ii) a period (a "Premium Call Period"), consisting of a number of whole years and determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during each year of which the shares of AMPS subject to such Dividend Period shall be redeemable at the Corporation's option at a price per share equal to $25,000 plus accumulated but unpaid dividends plus a premium expressed as a percentage of $25,000, as determined by the Board of Directors of the Corporation after consultation with the Auction Agent and the Broker-Dealers.

  • Redemption Provisions Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction, if any: Repayment Provisions: Optional Repayment Date(s):

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.

  • Communications Provisions means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.

  • Limitation of Liability PrimePay has negotiated preferred terms and conditions with FD as a service to PrimePay Clients. Client understands that FD, and not PrimePay, will be performing those services and that Client will enter its own service agreement(s) with FD for such services under terms and conditions specified by FD and agreed to by Client. Accordingly, Client acknowledges that FD shall be the provider of Payment Processing Services hereunder and that PrimePay shall have no liability whatsoever for or related to the performance of those services, including any and all damages, costs and related expenses (including attorney fees).

  • Restrictive Covenants means the restrictive covenants contained in Section 13(c) hereof.

  • Restriction Release Date means such date, after the Effective Date, that the Board of Directors determines in good faith that it is in the best interests of the Corporation and its stockholders for the transfer restrictions set forth in this Article 4 to terminate.

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail.