No Property Disposition Sample Clauses

No Property Disposition. AEGIS covenants that no voluntary or involuntary sale, transfer or other disposition (including, without limitation, foreclosure and condemnation) of the Real Property (or any property which replaces the Real Property in an exchange or other transaction which does not cause the Contributor to recognize gain for Federal income tax purposes), shall occur prior to the [tenth (10th)] anniversary of the Closing (the "Restricted Period") other than an exchange or other transaction which does not cause a Contributor to recognize income or gain for federal income tax purposes. During the Restricted Period AEGIS shall have the right to dispose of or distribute the Real Property, and AEGIS shall pay to the Unit Recipient the Tax Payment when due. After [ten (10)] years AEGIS shall use commercially reasonable efforts to dispose of the Real Property in a tax-free exchange pursuant to Section 1031 of the Code.
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No Property Disposition. Except as set forth in Section 12.d, the Company and the Partnership covenant that they shall not sell, transfer, distribute or otherwise dispose, nor permit any of their respective subsidiaries to sell, transfer, distribute or otherwise dispose, of the Contributed Properties (including, but not limited to, the stock of any corporations) (or the properties, if any, that are substituted or exchanged for the Contributed Properties), prior to the fifth anniversary of the Effective Date (the "Restricted Period") other than an exchange or other disposition which does not cause Xxxxxxxxx to recognize gain for federal income tax purposes (including, without limitation, a transaction pursuant to Section 1031 of the Code or any successor provision which would not cause such recognition of gain). Before the end of the Restricted Period, the Company, the Partnership or any of their respective subsidiaries shall have the right to dispose of or distribute any of the Contributed Properties in a taxable transaction provided the Company, the Partnership and/or such subsidiary pays to Xxxxxxxxx the Tax Payment (as defined below). Nothing contained in this Section 12.b shall be deemed to be construed to limit the rights of any lender or other secured party to foreclose on, or otherwise dispose of, the Contributed Properties, or, of the Partnership to dispose of the Contributed Properties; provided, however, the Company, the Partnership and/or such subsidiary shall pay to Xxxxxxxxx the Tax Payment, if any, triggered by any taxable disposition of the Contributed Properties (other than as a result of a foreclosure) prior to the expiration of the Restricted Period. The term "Tax Payment" as used herein means an amount equal to the sum of (i) the federal, state, and local income Taxes actually payable by Xxxxxxxxx resulting from the recognition of gain and (ii) an additional payment in an amount equal to the amount such that, after payment by Xxxxxxxxx of all Taxes (including interest and penalties) on amounts received under clause (i) and this clause (ii), Xxxxxxxxx retains an amount equal to the amount described in clause (i).
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No Property Disposition. Other than pursuant to a Permitted Transfer (as hereinafter defined) or as otherwise set forth below, SLGOP or its Designee(s) covenants that it shall not sell, transfer, distribute or otherwise dispose of the Property in a manner that would cause the recognition of taxable gain allocable to SCW under Section 704(c) of the Code with respect to the SCW Interest for the period (the "Restricted Period") expiring seven (7) years after the Closing. As used herein, "
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No Property Disposition. During the period expiring on the (i) seventh (7th) anniversary of the Closing Date with respect to Logo 7 Court, (ii) first (1st) anniversary of the Closing Date with respect to the remaining Properties and (iii) first (1st) anniversary of the Additional Closing Date with respect to the Additional Property, Acquiror shall not sell or make any other voluntary disposition, including, without limitation, by way of deed in lieu of foreclosure, a foreclosure action, or transfer in anticipation of an eminent domain taking, of any of the Properties or Additional Property, as the case may be, in a transaction that causes any OP Unit Recipient to recognize taxable income in excess of "book" income under Section 704(c) of the Code with respect to such sale or other disposition without the consent of the affected OP Unit Recipient. Thereafter, during the period expiring on the earlier of (i) the tenth (10th) anniversary of the Closing Date (with respect to the Properties) or the Additional Closing Date (with respect to the Additional Property), or (ii) the sale or conversion by the OP Unit Recipients of OP Units representing in the aggregate 70% of all OP Units delivered to them at the Closing (with respect to the Properties) or the Additional Closing (with respect to the Additional Property), Acquiror shall use commercially reasonable efforts in connection with the sale of any or all of the Properties or the Additional Property, a the case may be, to enter into a transaction that will qualify for non-recognition of gain under the Code, whether by means of an exchange contemplated under Code Sections 351, 354, 355, 368, 721, 1031, 1033 or otherwise, provided, that if such sale were not so structured such Contributor would recognize taxable income in excess of "book" income in respect of such disposition. Notwithstanding the foregoing, in the event of catastrophic damage to any or all of the Properties or the Additional Property by an act of God (e.g., hurricane or tornado), Acquiror shall have the right to sell any or all of the Properties or the Additional Property affected thereby without regard to the foregoing. Pursuant to Section 5.4 of the Partnership Agreement, Acquiror shall elect to use the "traditional method" without curative allocations set forth in Regulation Section 1.704-3(b) with respect to the Properties and the Additional Property.
Sample 1
No Property Disposition. Subject to the following provisions of this Section, the Trust and the Partnership covenant for the benefit of the Contributors and Participants, not to sell, transfer or otherwise dispose of (including, without limitation, by way of foreclosure) the Properties (or property for which any such Properties are exchanged), or make distributions which are treated as taxable dispositions for federal income tax purposes, prior to expiration of the applicable Restricted Period for each Property, as set forth on Schedule 1 annexed hereto (in each case, the "Restricted Period") other than an exchange or other disposition which does not cause the applicable Contributor and Participant to recognize Built-in Gain for federal income tax purposes. During the Restricted Period the Trust and the Partnership shall have the right to dispose of or distribute the Properties (including Properties that will be contributed to the Partnership or its designee through a contribution of Entity Interests), provided the Trust and the Partnership pay to the applicable Contributor or Participant the Tax Payment within thirty (30) days after such disposition or distribution.
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No Property Disposition. The members of the Vornado Realty Group and the Subsidiaries covenant that they shall not sell, transfer, distribute or otherwise dispose of the properties (including, but not limited to, the stock of any corporations) (or the properties, if any, that are substituted or exchanged for the contributed Properties) contributed by the MM Contributors, prior to the date set forth in Section 6.4.2 of the Disclosure Schedule for such Real Property or stock (the period of restriction for each such Real Property or stock the "Restricted Period") other than an exchange or other disposition which does not cause the MM Contributors to recognize gain for federal income tax purposes (including, without limitation, a transaction pursuant to Section 1031 of the Code or any successor provision which would not cause such recognition of gain). Before the end of the applicable Restricted Period, the members of the Vornado Realty Group and the Subsidiaries shall have the right to dispose or distribute any of the properties contributed by the MM Contributors provided the members of the Vornado Realty Group and the Subsidiaries pay to the MM Contributors the Tax Payment. Nothing contained in this Section 6.4 shall be -38- 47 deemed to be construed to limit the rights of any lender or other secured party to foreclose on, or otherwise dispose of, the properties contributed by the MM Contributors or, of VRLP to dispose of the properties contributed by the MM Contributors; provided, however, the members of the Vornado Realty Group and the Subsidiaries shall pay to the MM Contributors the Tax Payment, if any, triggered by any taxable disposition of the properties contributed by the MM Contributors (other than as a result of a foreclosure) prior to the expiration of the Restricted Period; provided, further, however, that in the event of a condemnation by any Governmental Authority the members of the Vornado Group and the Subsidiaries shall not be required to pay to the MM Contributors the Tax Payment if the Vornado Group or the Subsidiaries are not afforded at least nine (9) months (and provided that the members of the Vornado Group and the Subsidiaries use their reasonable efforts to extend any shorter period pursuant to Section 1033(a)(2)(B)(ii) of the Code and such period is still less than 9 months) from the date of receipt by the Vornado Realty Group of the proceeds of such condemnation to replace the condemned property, all as provided in Section 1033 of the Code. If an event of ...
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Related to No Property Disposition

  • No Disposition Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration Date, Shareholder shall not, directly or indirectly, (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or the beneficial ownership thereof without the prior written consent of Parent and the Company, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any beneficial ownership thereof, (iii) tender any Covered Shares into any tender or exchange offer, (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares other than investment management agreements with, and powers-of-attorney held by, Shareholder, (v) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares that is inconsistent with Section 2 hereof, or (vi) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing but subject to Section 9(d) hereof, Shareholder may Transfer Covered Shares pursuant to an Exempt Transfer; provided that prior to and as a condition to such Exempt Transfer, the transferee of the Covered Shares has agreed to be bound by the terms of this Agreement to the same extent as such Shareholder with respect to the Covered Shares so transferred and the definition of Shareholder shall automatically be amended to include the transferee of the Covered Shares,. If any involuntary Transfer of any of the Covered Shares shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), Shareholder shall procure that the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee and of any subsequent transferee) take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. Any attempted Transfer (including an Exempt Transfer) of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void ab initio.

  • No Dispositions Except for the transfer of assets in the ordinary course of business consistent with prior practice, no party shall sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets, which are material, individually or in the aggregate, to such party.

  • Early Disposition The Employee agrees to notify the Company in writing immediately after the Employee transfers any Option Shares, if such transfer occurs on or before the later of (a) the date two years after the date of this Agreement or (b) the date one year after the date the Employee acquired such Option Shares. The Employee also agrees to provide the Company with any information concerning any such transfer required by the Company for tax purposes.

  • No Disposition, Etc The Pledgor shall not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Pledged Securities, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Securities, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement.

  • Dispositions and Involuntary Dispositions The Issuer shall promptly (and, in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

  • Disposition of Property Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

  • Sale-Leaseback Enter into any arrangement, directly or indirectly, with any Person whereby the Borrower or any Subsidiary shall sell or transfer any property (real, personal or mixed) used or useful in the Business Operations, whether now owned or hereafter acquired, and thereafter rent or lease such property.

  • No Acquisitions or Dispositions (i) There are no contracts, letters of intent, term sheets, agreements, arrangements or understandings with respect to the direct or indirect acquisition or disposition by any of the Company or its subsidiaries of interests in assets or real property that are required to be described in the Registration Statement and the Prospectus that are not so described; and (ii) except as described in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries has sold any real property to a third party during the immediately preceding twelve (12) calendar months, except for such sales as would not reasonably be expected to have a Material Adverse Effect.

  • Sale Leasebacks No Credit Party shall engage in any sale-leaseback, synthetic lease or similar transaction involving any of its assets.

  • No Disposition of Collateral Secured Party does not authorize, and Debtor agrees not to:

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