Xxxxx Sale definition

Xxxxx Sale means a sale, transfer or other disposition (including by way of merger, casualty, condemnation or otherwise) of all or substantially all of the assets or property of Xxxxx Foods and its Subsidiaries (whether in one transaction or a series of related transactions) or of all of the outstanding Equity Interests of Xxxxx Foods; provided that (a) no Default or Event of Default shall have occurred or be continuing or shall occur as a result of any such transaction, (b) the Borrower shall have delivered to the Administrative Agent opinions of counsel, in each case in form and substance reasonably satisfactory to the Administrative Agent, opining that the occurrence of any such transaction (i) will not conflict with the SVU Indenture, the SVU 2016 Notes or any other Material Indebtedness, (ii) will not result in any “change of control” offer or similar offer being required to be made under the SVU Indenture, the SVU 2016 Notes or any other any Material Indebtedness and (iii) will not result in the application of any of the consolidation, merger, conveyance, transfer or lease of assets (however so denominated) provisions of the SVU Indenture, the SVU 2016 Notes or any other Material Indebtedness, (c) to the extent applicable, the Borrower shall apply the Net Cash Proceeds thereof in accordance with Section 2.13, (d) the consideration paid in connection therewith shall be paid contemporaneously with consummation thereof (other than consideration received in connection with customary earn-out arrangements (calculated as of the date of such Xxxxx Sale as the present value of expected future payments in respect thereof) in an amount not to exceed 25% of the aggregate consideration therefor) and shall be in an amount not less than the fair market value of the property disposed of and (e) the consideration paid in connection therewith shall be at least 75% in cash or Cash Equivalents.
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Xxxxx Sale has the meaning set forth in the recitals.
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Xxxxx Sale means a sale pursuant to Section 3 of that certain Employment Agreement dated as of June 18, 2004, or any extensions, renewals or replacements thereof, between Xxxxx Inspections Ltd., an Alberta corporation (“Xxxxx Inspections”) and a subsidiary of Corrpro Canada, Inc., and Xxxxx Xxxxx (“Xxxxx”), pursuant to which Xxxxx has an option to purchase Xxxxx Inspections.
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Examples of Xxxxx Sale in a sentence

  • Xxxxx Sale Agreement without the prior written consent of CPA16, which consent shall not be unreasonably withheld or delayed.

  • The Star Partner shall, within 45 days of receipt of the Xxxxx Sale Notice, notify the Xxxxx Partner that it will exercise its option to either (i) purchase the Partnership Interest of the Xxxxx Partner at the purchase price set forth in Section 21.3(f) hereof or (ii) take no action with respect to the proposed transaction.

  • Additionally, if Buyer fails to deposit the Earnest Money hereunder or under the Partnership Sale Contract or thx Xxxxx Sale Contract as required herein or therein, Sellers may terminate this Contract, and both the Partnership Sale Contract and the Asset Sale Contract by written notice delivered to Buyer within 3 days after Buyer's failure to timely deliver such Earnest Money.

  • For the avoidance of doubt, this Section 5.3 is applicable (i) to EQT Gathering with respect to matters concerning the Assets and the Asset Sale and (ii) to EQT Gathering Holdings with respect to matters concerning the Subject Interests, the AVC Assets, the Xxxxx Assets, the AVC Sale and the Xxxxx Sale.

  • The film not only occupies a different genre but represents a different mode of adaptation: rather than adapting the specific language of Shakespeare’s play, as both Branagh’s Hamlet and McKellen and Loncraine’s Richard III do, 10 Things keeps only Shakespeare’s narrative.

  • Of the Share Purchase Price, $3,125,000 (the “LDN Share Purchase Price”) shall be paid by LDN for the LDN Sale Shares, and $250,000 (the “Xxxxx Share Purchase Price”) shall be paid by Xxxxx for the Xxxxx Sale Shares.

  • There are no defaults by the Company or Xxxxx under the Xxxxx Sale Contract.

  • However, for 𝑗 in remote islands, we avoid this practice and keep𝑃𝑀𝑗𝑡 as missing unless PM2.5 data were measured within the islands.

  • The Vendor is the beneficial and legal owner of the Dragon Xxxxx Sale Shares (as defined below).

  • Upon the consummation of a Pre-IPO Terms Schedule for Ms. Xxx Xxxxx Sale, (1) all of the provisions of this Agreement will terminate and there will be no liability of any kind under this Agreement other than with respect to the Contingent Payment and (2) the terms of your employment will be governed by your Existing Agreement (as modified by the immediately preceding paragraph).


More Definitions of Xxxxx Sale

Xxxxx Sale appearing in Section 1.01 of the Second Restated Credit Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, the parties hereto acknowledge and agree that neither the Pre-Spin Transactions, the Separation, the Distribution nor the Disposition of any Save-A-Lot Retained Interest or Save-A-Lot Interest (whether considered individually or together with one or more related transactions) shall constitute a Xxxxx Sale.”
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Xxxxx Sale. As defined in Article IV, section 4.1 of the Declaration ---------- of Trust.
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Xxxxx Sale any Disposition ox Xxxxxrty or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c) or (d) of Section 7.5 of the Dobson Credit Agreement), which yields gross proceeds to DOC or any ox xxx Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at Fair Market Value in the case of other non-cash proceeds, but in any event excluding the Fair Market Value of any Cellular/PCS Assets received pursuant to a Permitted Asset Swap or other Disposition) which (i) when aggregated with the gross proceeds from all such Dispositions consummated in the same fiscal year of DOC exceed $5,000,000 (but only to the extent that they exceed $5,000,000) and (ii) for any single Disposition or series of related Dispositions (in excess of the aggregate amount referred to in clause (i)) are equal to or greater than $50,000.
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Xxxxx Sale means the liquidation of the assets and sale of the stock of Xxxxx pursuant to the Xxxxx Sale Agreement.
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Related to Xxxxx Sale

  • Bill xx Sale means a bill xx sale substantially in the form attached hereto as Exhibit B.

  • Third Party Sale means any sale for resale in interstate commerce to a Power Purchaser that is not designated as part of Network Load under the Network Integration Transmission Service but not including a sale of energy through the PJM Interchange Energy Market established under the PJM Operating Agreement.

  • Initial Xxxx of Sale means the document, in the form of Attachment B hereto, executed by an authorized officer of SLM ECFC which shall (i) set forth the applicable Initial Loans offered by SLM ECFC and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, (ii) sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all rights, title and interest of SLM ECFC in the Initial Loans listed on that Xxxx of Sale and (iii) certify that the representations and warranties made by SLM ECFC as set forth in Sections 5 (A) and (B) of these Master Terms are true and correct.

  • Xxxx of Sale means the Initial Xxxx of Sale or an Additional Xxxx of Sale, as applicable.

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Delivery sale means any sale of a vapor product to a

  • FAA Xxxx of Sale means the xxxx of sale for the Aircraft on AC Form 8050-2 executed by Manufacturer or an affiliate of Manufacturer in favor of Company and recorded with the FAA.

  • Casual sale means an isolated or occasional sale of an item of tangible personal property or a specified digital product by a person who is not regularly engaged in the business of making retail sales of such property or product where the item of tangible personal property or the specified digital product was obtained by the person making the sale, through purchase or otherwise, for the person's own use.

  • Bxxx of Sale has the meaning set forth in Section 3.02(a)(i).

  • Subsequent Sale means the sale of additional Securitization Property by the Seller to the Issuer after the Initial Transfer Date, subject to the satisfaction of the conditions specified in the Sale Agreement and the Indenture.

  • Net Sales Price means the gross sales price to retailers of all Licensed Products sold under this Agreement or, with respect to Licensed Products that are not sold directly or indirectly to retailers, other ultimate consumers (as in the case of accommodation sales by Licensee to its employees or sales by Licensee in its own shops), less trade discounts, merchandise returns, sales tax (if separately identified and charged) and markdowns and/or chargebacks which, in accordance with generally accepted accounting principles, would normally be treated as deductions from gross sales, and which, in any event, do not include any chargebacks or the like for advertising, fixture or retail shop costs or contributions. Notwithstanding the foregoing, Licensor hereby waives its right to (i) receive royalties hereunder for, or (ii) include within the calculation of Net Sales Price for the purpose of calculating the Annual Advertising Obligation as set forth in paragraph 4.6 hereof, sales of units of Licensed Products sold at a discount of [OMITTED; MATERIAL FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION] or more off the regular wholesale price ("Discounted Units"), provided that such waiver shall only apply to the extent that the aggregate Net Sales Price of Discounted Units for any year does not exceed [OMITTED; MATERIAL FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION] of the Net Sales Price of all units of Licensed Products other than Discounted Units sold in such year. No other deductions shall be taken. Any merchandise returns shall be credited in the quarter in which the returns are actually made. For purposes of this Agreement, affiliates of Licensee shall mean all persons and business entities, whether corporations, partnerships, joint ventures or otherwise, which now or hereafter control, or are owned or controlled, directly or indirectly by Licensee, or are under common control with Licensee. It is the intention of the parties that royalties will be based on the bona fide wholesale prices at which Licensee sells Licensed Products to independent retailers in arms' length transactions. In the event Licensee shall sell Licensed Products to its affiliates, royalties shall be calculated on the basis of such a bona fide wholesale price irrespective of Licensee's internal accounting treatment of such sale unless such products are sold by its affiliates directly to the end-user consumer, in which case royalties shall be calculated on the basis of the price paid by the end-user consumer, less applicable taxes. Licensee shall identify separately in the statements provided to Licensor pursuant to paragraph 7 hereof, all sales to affiliates. At least once annually and no later than 90 days after the close of Licensee's fiscal year, Licensee shall furnish to Licensor a statement of the Net Sales Price of all Licensed Products sold during the year just ended, which shall be certified by the independent auditor for Licensee as correct and in accordance with the terms of this Agreement.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Additional Xxxx of Sale means each document, in the form of Attachment D hereto, executed by an authorized officer of VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding which shall: (i) set forth the list and certain terms of (a) Additional Loans offered by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by VL Funding and (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all right, title and interest of VL Funding and of the VL Funding Eligible Lender Trustee on behalf of VL Funding in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Xxxx of Sale and (iii) certify that the representations and warranties made by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding pursuant to Sections 5(A) and (B) of these Master Terms, by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee as set forth in Section 5(D) are true and correct.

  • Gross Sales Price with respect to each sale of Shares sold pursuant to this Agreement shall be the gross sales price per share of such Shares.

  • Retail sale or a "sale at retail" means a sale to any person for any purpose other than for resale in

  • Sales Price means the actual sale execution price of each Share placed by the Agent pursuant to this Agreement.

  • Non-Firm Sale means an energy sale for which receipt or delivery may be interrupted for any reason or no reason, without liability on the part of either the buyer or seller.

  • Sale as used in this paragraph shall have the meanings ascribed thereto by governing law and any interpretation thereof contained in rules or regulations promulgated by the Securities and Exchange Commission thereunder.

  • Xxxxx XX The segregated pool of assets consisting of all of the REMIC I Regular Interests conveyed in trust to the Trustee, for the benefit of the Holders of the REMIC II Regular Interests and the Holders of the Class R (as holders of the Class R-II Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

  • Fxxxxx Mxx Federal National Mortgage Association or any successor thereto.

  • Date of sale means the date (normally shown on the instru- ment of conveyance or sale) that ownership of or title to real proper- ty, or control of the controlling interest in an entity that has a beneficial interest in real property, is delivered to the buyer/trans- feree in exchange for valuable consideration. In the case of a lease with option to purchase, the date of sale is the date when the pur- chase option is exercised and the property is transferred. "Date of sale," "date of transfer," "conveyance date," and "transaction date" all have the same meaning and may be used interchangeably in this chapter. The real estate excise tax is due on the date of sale.

  • Xxxxx Xxxx has the same meaning as “CAISO Controlled Grid” as defined in the CAISO Tariff.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Xxxx Xxxx whose address and tax identification number shall be provided within five (5) days after this Settlement Agreement is fully executed by the Parties;

  • First sale means and include the first sale or distribution of cigarettes in intrastate commerce, or the first use or consumption of cigarettes within this state.

  • Xxxxx–Xxxxx Act For any federally assisted construction contract, in excess of two thousand dollars ($2,000), the contractor, subcontractor, subrecipient shall comply with all of the requirements of the Xxxxx-Xxxxx Act (40 U.S.C. 3141 – 3148) as supplemented by Department of Labor Regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and assisted Construction”); and the Xxxxxxxx “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”).