Sales Cooperation with Manager; Limitations on Sales Sample Clauses

Sales Cooperation with Manager; Limitations on Sales. The Trustee shall, unless contrary to the express provisions of this Trust Agreement: (i) cooperate with the Manager with respect to the marketing and sale of any Trust Asset; (ii) cause the Trust to enter into any PSA pursuant to which one or more Retail Properties and/or DC Properties are to be sold; (iii) cooperate with the Manager to undertake, and undertake, all actions reasonably directed by the Manager to consummate any Agreed Sale pursuant to which one or more Retail Properties and/or DC Properties are to be sold, including, without limitation, causing the Trust to enter into Severed Leases; (iv) cooperate with the Manager to undertake, and undertake, all actions reasonably directed by the Manager to consummate any Strategic Disposition Transaction; and
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Sales Cooperation with Manager; Limitations on Sales. The Trustee shall, unless contrary to the express provisions of this Trust Agreement: (i) cooperate with the Manager with respect to the marketing and sale of any Trust Asset; (ii) cause the Trust to enter into any PSA pursuant to which one or more Retail Properties and/or DC Properties are to be sold; (iii) cooperate with the Manager to undertake, and undertake, all actions reasonably directed by the Manager to consummate any Agreed Sale pursuant to which one or more Retail Properties and/or DC Properties are to be sold, including, without limitation, causing the Trust to enter into Severed Leases; (iv) cooperate with the Manager to undertake, and undertake, all actions reasonably directed by the Manager to consummate any Strategic Disposition Transaction; and (v) cause the Trust to enter into such other documents and take such other actions reasonably directed by the Manager in connection therewith. The Trustee shall not sell any one or more Properties (directly or indirectly, including as part of a merger, acquisition, amalgamation, consolidation or similar transaction involving the Trust or one or more of its subsidiaries): (w) unless such sale constitutes: (A) an Agreed Sale; or (B) a Strategic Disposition Transaction that is approved by at least three (3) Certificateholders who are not Affiliates of one another and who constitute: (1) the Majority Certificateholders, if the consideration is equal to or more than the Threshold Purchase Price; or (2) Supermajority Certificateholders, if the consideration is less than the Threshold Purchase Price; (x) for consideration other than cash, unless approved by the Majority Certificateholders; (y) at a purchase price that is less than the Threshold Purchase Price, unless approved by the Supermajority Certificateholders; and (z) after the Targeted Disposal Period, unless approved by the Majority Certificateholders. Any non-cash consideration paid to the Trust or the Certificateholders in connection with a Strategic Disposition Transaction shall consist of Stock, which shall be valued, for purposes of clauses (w) and (y) above, using the average VWAP for the twenty (20) Trading Days immediately preceding the date on which the merger agreement, purchase or sale agreement or similar document is entered into.
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Related to Sales Cooperation with Manager; Limitations on Sales

  • Limitations on Asset Sales (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

  • Monitoring of Contribution Limitations Information The Custodian shall not be responsible for monitoring the amount of contributions made to the designated beneficiary’s account or the income levels of any depositor or contributor for purposes of assuring compliance with applicable state or federal tax laws.

  • Limitations on Investments The Company will not, and will not permit any of its Subsidiaries to, make any Investment other than (i) a Permitted Investment or (ii) an Investment that is made as a Restricted Payment in compliance with Section 4.7 hereof.

  • Limitation on Restricted Actions The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Equity Interest or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, or (iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien.

  • Billing Limitations a. DSHS shall pay the Contractor only for authorized services provided in accordance with this Contract.

  • Limitation on Asset Sales The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

  • Limitations on Activities Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securities, or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directors, officers, employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers, employees or stockholders, except as provided in Section 5.02 of this Agreement.

  • Further Limitations on Disposition The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion of the Shares unless and until:

  • Investment Limitations If the Custodian has otherwise complied with the terms and conditions of this Agreement in performing its duties generally, and more particularly in connection with the purchase, sale or exchange of securities made by or for a Portfolio, the Custodian shall not be liable to the applicable Fund and such Fund agrees to indemnify the Custodian and its nominees, for any loss, damage or expense suffered or incurred by the Custodian and its nominees arising out of any violation of any investment or other limitation to which such Fund is subject.

  • Commingling, Exchange and Investment of the Contributions 2.1. The Contributions shall be accounted for as a single trust fund and shall be kept separate and apart from the funds of the Bank. The Contributions may be commingled with other trust fund assets maintained by the Bank.

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