Sale of Facilities Sample Clauses

Sale of Facilities. Manager shall use commercially reasonable efforts to assist Owners with the sale of the Facilities.
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Sale of Facilities. Following the date of this Agreement, subject to the consent rights of Parent in Section 4.01, the Company shall use its reasonable best efforts to effect the sale or other disposition as soon as reasonably practicable of its Fremont, California facility and its San Diego, California facility, including, without limitation, with respect to each such facility, the Company's leasehold interest with respect thereto and related properties and assets and the assumption of related liabilities. With respect to the draft definitive agreements with respect to any such transaction, Parent agrees to provide the Company with Parent's comments on such draft agreements within three business days of Parent's receipt of such draft agreements.
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Sale of Facilities. The Parties acknowledge that Owners intend to sell the Facilities to one or more purchasers. In connection with any sales process, if requested by Owners, Manager will make all records and other documents under its control regarding the Facilities available to potential purchasers and will provide such other services and assistance as Owners may reasonably request. Manager will not restrict or limit its personnel who are, or have been, working on-site at any Facility from joining any company or Affiliate of a company that acquires ownership of a Facility (excluding any personnel that on the date of this Agreement are full time employees of Manager).
Sample 1
Sale of Facilities. Should the electric facilities which the Employer owns be sold, it is agreed that the Employer shall do all in its power to cause the employees then employed in its electric distribution department to be maintained as employees of the buyer.
Sample 1
Sale of Facilities. Subject to the terms expressed below, XXX agrees to sell to the Town, and the Town agrees to purchase from RGE, all RGE’s right, title and interest in the Facilities. An inventory of the Facilities is set forth in Schedule A, which is attached hereto and made a part hereof. While RGE believes Schedule A to be accurate and complete, it may or may not represent the Facilities in its entirety. The parties hereto acknowledge that it is the intent of this Agreement to transfer all of the Facilities to the Town, regardless of whether it is accurately described in Schedule A, and the future invoices for service to the Facilities shall be based upon Schedule A.
Sample 1
Sale of Facilities. Effective as of the Effective Time, Seller hereby sells to Purchaser those certain assets described in Schedule 2.1 hereto (the “Facilities”). The “Effective Time” of the conveyance and sale will be at the first moment in time in Austin, Texas, local time, on the Execution Date.
Sample 1
Sale of Facilities. Subject to the terms expressed below, Company agrees to sell to the Customer, and the Customer agrees to purchase from Company, all Company’s right, title and interest in the Facilities. An inventory of the Facilities is set forth in Schedule A, which is attached hereto and made a part hereof. While Company believes Schedule A to be accurate and complete, it may or may not represent the Facilities in its entirety. The parties hereto acknowledge that it is the intent of this Agreement to transfer all of the Facilities to the Customer, regardless of whether it is accurately described in Schedule A, and the future invoices for service to the Facilities shall be based upon Schedule A.
Sample 1
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Sale of Facilities. Borrowers shall use commercially reasonable efforts to market and solicit offers to purchase each of the Facilities in accordance with the terms set forth on Schedule I attached hereto. To assist with the sales effort, Borrowers shall employ an Independent Sales Advisor acceptable to Administrative Agent. The fees and expenses of the Independent Sales Advisor shall be paid by Borrowers with the consent of the Administrative Agent. The Independent Sales Advisor shall satisfy the qualifications of Independent Manager as set forth in each Borrower’s Operating Agreements. The Independent Sales Advisor shall accept, agree and acknowledge that he/she owes fiduciary duties to the each Borrower and each Borrower’s creditors (including the holders of the Obligations) and each Borrower shall cause the Independent Sales Agent to be fully informed of all of the plans, actions and efforts of each Borrower and the IB, as defined on Schedule I, regarding the efforts to market and solicit offers to purchase each of the Facilities. Specifically, each Borrower shall cause the Independent Sales Agent (i) to be invited to be present in all discussions with the IB and prospective purchasers; (ii) to receive copies of all materials distributed to prospective purchasers; (iii) to receive copies of all expressions of interest, letters of intent and offers delivered to Company or IB by prospective purchasers. Each Borrower agrees to receive and consider advice and recommendations made by the Independent Sales Agent. The Independent Sales Agent shall agree to keep the Administrative Agent fully informed of the Borrowers’ sales efforts and each Borrower agrees that the Administrative Agent shall have full access to the Independent Sales Agent for the purpose of the Administrative Agent fully understanding the status of the sales process and the Borrowers’ efforts in connection with the sales process. Borrowers shall immediately deliver to Administrative Agent (a) copies of all marketing materials, letters of intent, purchase agreements and other documents relating to the sale of the Facilities and (b) such other documents, information and other items as Administrative Agent may request from time to time regarding Borrowers’ marketing and sale efforts with respect to the Facilities, and shall cause the officers of Borrowers to meet with Administrative Agent at such intervals as Administrative Agent may reasonably require to discuss such marketing and sale efforts. Nothing contained h...
Sample 1

Related to Sale of Facilities

  • Sale of Notes and Securitization Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to:

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, senior secured convertible promissory notes in the aggregate principal amount of One Million Dollars ($1,000,000) bearing interest at the rate of nine percent (9%) per annum, convertible into shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.

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