Asset Sale Agreement. Subject to Bankruptcy Court approval, the Borrower and the Lender shall have entered into an asset sale agreement in connection with the sale by the Borrower of substantially all of its assets pursuant to Section 363 of the Bankruptcy Code to the Lender, in all respects satisfactory to the Lender (the "Asset Sale Agreement").
Asset Sale Agreement. Subject only to Bankruptcy Court approval, the Asset Sale Agreement shall continue to be in full force and effect and the Borrower shall continue to use its best efforts to perform all of its obligations thereunder.
Asset Sale Agreement. The Asset Sale Agreement shall be in form and substance satisfactory to Lender. Additionally, the transactions contemplated by the Asset Sale Agreement shall have been fully consummated including the satisfaction or written waiver of all conditions precedent (except for the payment of the purchase price thereunder by the Purchaser and the delivery and recording of the instruments, agreements, title insurance and deeds assigning and conveying the assets to be acquired thereunder) based upon delivery of evidence to Lender in form and substance satisfactory to Lender. All conditions precedent for the benefit of IHHI as the purchaser thereunder shall have been fully performed and none waived, without the prior written consent of Lender.
Asset Sale Agreement. The closing of the transactions contemplated by the Asset Sale Agreement shall simultaneously occur with the Closing hereof and all of the conditions set forth in Article 5 thereof shall have been satisfied or waived; provided, that any such waiver shall have been given only with the prior written consent of the Purchaser.
Asset Sale Agreement. The closing of the transactions contemplated by the Asset Sale Agreement shall simultaneously occur with the Closing hereof.
Asset Sale Agreement. The Asset Sale Agreement in the form attached hereto as Exhibit A (a) is a true and correct copy thereof, (b) except as set forth on Schedule 5.20, has not been amended or modified since it was executed and delivered and (c) is in full force and effect and will be in full force and effect as of the Closing Date.
Asset Sale Agreement. Newco and Sub shall have executed and delivered the Asset Sale Agreement substantially in the form of Exhibit F hereto, (the "Asset Sale Agreement" and, together with the Certificate, LLC Operating Agreement, Registration Rights Agreement, Research and Development Agreement, the Cross-Licensing Agreement, the Section 2.1 Letter and the Parent Transfer Letter Agreement, the "Ancillary Agreements");
Asset Sale Agreement. At any time on or before June 30, 2017, the Purchaser shall be entitled to require that New Deminvest enter into the Asset Sale Agreement, provided that (i) the Purchaser shall give New Deminvest not less than sixty (60) day notice of the proposed closing date for the transactions contemplated by the Asset Sale Agreement and (ii) New Deminvest’s ownership of the fonds de commerce described in the Asset Sale Agreement (the "Pure Business") shall not be considered a violation of the non-compete undertakings set forth in Clause 9.2 (Non-Competition) and (iii) the Purchaser shall cause the Group Companies to operate the Pure Business in a manner consistent with past practice until the transactions contemplated in the Asset Sale Agreement are completed.
Asset Sale Agreement. A copy of the Asset Sale Agreement in form and substance reasonably satisfactory to Agent;
Asset Sale Agreement. AKI shall have entered into an Asset Sale Agreement in substantially the form attached hereto as Exhibit E providing for the transfer by AKI to Xx. Xxxxx or an entity owned or controlled by him (the "Buyer") immediately after the Effective Time of the Acquisition of all of the assets and liabilities held by AKI immediately prior to the Effective Time of the Acquisition, and AKI and the Buyer shall have taken all appropriate steps to be ready to complete such transfer of assets and liabilities.
