Non-Core Assets. The Surviving Corporation agrees that promptly following the Effective Time it will use commercially reasonable efforts to sell for cash the assets listed on Annex G (all such assets, the “Non-Core Assets”). The Surviving Corporation agrees, subject to complying with applicable Laws and regulatory requirements (including those applicable to Holdco and its Affiliates) to sell the Non-Core Assets (other than the shares of common stock of PrimeEnergy Corporation) only after consultation with H.X. Xxxxxx III and E.
Non-Core Assets. (a) After the Effective Date, the Shareholders shall take such steps as may be necessary or useful to cause VSEH to sell its Non Core Assets and if the Board of Directors proposes a sale of such assets, the Shareholders shall, and shall cause their nominees on the Board of Directors and the Supervisory Board to cause VSEH to proceed with such disposal unless the Determining Person determines that the proposed sale price and terms are significantly below market price. All sales of Non Core Assets shall be done through an open public tender process or another mechanism, in order to maximize overall sale proceeds.
Non-Core Assets. All assets, properties and rights owned, used or previously used by the Sellers in connection with all Non-Core Businesses listed in Section 6.05 of the Disclosure Schedule other than the Intellectual Property listed in Section 2.01(a)(ix) of the Disclosure Schedule.
Non-Core Assets. The Company shall use commercially reasonably efforts to sell the Non-Core Assets set forth on Schedule 4.22; provided, however, that the Company will not enter into any contract or other obligation to sell any of the Non-Core Assets without the prior consent of the Purchaser, which consent shall not be unreasonably withheld.
Non-Core Assets. See Section 9.26. Non-Core Asset Loan. See Section 9.26. Non-U.S. Lender. See Section 6.3.4.
Non-Core Assets. If after conducting the due diligence procedure on the non-core assets of PC (Ceramicas Industriales S.A.)
Non-Core Assets. The Issuer shall not, nor shall it permit any Subsidiary to (i) Dispose of all or any portion of the Capital Stock (including by way of merger), or all or substantially all of the assets, of Automotive Components Holdings, and/or Automobile Protection Corp., unless in each case, the Net Cash Proceeds thereof are reinvested in the business of the Issuer within 15 months of such Disposition or, to the extent not so reinvested, are applied as a Mandatory Prepayment pursuant to Section 2.18(a) of the Credit Agreement.
Non-Core Assets. All right, title and interest of Seller in any of the following, in each case as of the Closing Date: (i) all Cash and Cash Equivalents (other than Cash and Cash Equivalents to the extent remaining as of the Closing Date in any of the Wafer Budget, the Transition Budget and the Wind-Down Budget); (ii) all Accounts Receivable; (iii) all Actions (including Avoidance Actions)1; (iv) all existing Inventory; and (v) all other assets of Seller, wherever held, but excluding the Devens Assets, the LBIE Assets, the Core Assets and the Retained Assets. With respect to calculating the amount of Cash and Cash Equivalents to be included in Non-Core Assets, not less than five days prior to the Closing Date, Seller will provide to Purchaser a reconciliation of each of the Wafer Budget, the Transition Budget and the Wind-Down Budget, including a good faith estimate of expenses note yet incurred. Prior to the Closing Date, Purchaser and Seller will negotiate in good faith the amount of Cash and Cash Equivalents to be included in Non-Core Assets based on the terms of this Agreement.
Non-Core Assets. Not later than 60 days following each fiscal quarter, the Borrower will supplement Schedule 1.01 (by delivering a revised copy thereof to the Administrative Agent, which shall promptly forward a copy thereof to each Lender), as necessary, to:
Non-Core Assets. The Borrower shall not, nor shall it permit any Subsidiary to, Dispose of all or any portion of the Capital Stock (including by way of merger), or all or substantially all of the assets, of Automotive Components Holdings, and/or Automobile Protection Corp. unless in either case, the Net Cash Proceeds thereof are reinvested in the business of the Borrower within 15 months of such Disposition or, to the extent not so reinvested are, unless such Credit Agreement Mandatory Prepayment Event shall have been waived, applied as a Credit Agreement Mandatory Prepayment Event pursuant to Section 2.18(a) of the Existing Credit Agreement.
