Substantially All Assets Sample Clauses

Substantially All Assets. The Buyer and Seller acknowledge that the Buyer is acquiring ownership, possession or use of all or substantially all of the property that can reasonably be regarded as being necessary for the Buyer to be capable of carrying on the business or part of the business for purposes of the ETA election.

Substantially All Assets. The sale of the Purchased Assets to Purchaser constitutes a transfer of each Seller's properties and assets "substantially as an entirety" for purposes of Section 7.2 (in the case of Tyler Funding) and Section 8.2 (in the case of FNANB) of the Pooling and Servicing Agreement.

Substantially All Assets. The Purchased Assets do not constitute ------------------------ "all or substantially all" of the assets of Seller, for purposes of Section 271 of the Delaware General Corporation Law.

Substantially All Assets. Seller represents that Seller will transfer to Buyer at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Seller immediately prior to the Acquisition. For purposes of this representation, amounts paid by Seller to dissenters, amounts used by Seller to pay its reorganization expenses, amounts paid by Seller to shareholders who receive cash or other property and all redemptions and distributions (except for regular, normal dividends) made by Seller immediately preceding the Acquisition will be included as assets of Seller held immediately prior to the Acquisition.

Substantially All Assets. The Company shall not merge with or into, or amalgamate or consolidate with, or wind up into, in each case including by way of an arrangement, (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person unless:‌