Divestiture of Assets Sample Clauses

Divestiture of Assets. If any order, judgment, or decree shall be entered in any proceeding requiring a Grantor to divest itself of any material part of its assets, and if, within forty-five (45) days after entry thereof (unless or until enforcement is sooner commenced), such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; or if, within ten (10) days after the expiration of any such stay (unless or until enforcement is sooner commenced), such judgment, order or decree shall not have been discharged; or
Sample 1Sample 2Sample 3See All (18)
AutoNDA by SimpleDocs
Divestiture of Assets. If any order, judgment, or decree shall be entered in any proceeding requiring Breaching Party to divest itself of any material part of its assets, and if, within forty-five (45) days after entry thereof (unless or until enforcement is sooner commenced), such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal, or if, within ten (10) days after the expiration of any such stay (unless or until enforcement is sooner commenced), such judgment, order or decree shall not have been discharged.
Sample 1Sample 2Sample 3See All (4)
Divestiture of Assets. 11.1 The WATERSHED AGENCY has assumed the rights and obligations of the MDC with respect to the ownership of the Xxxxxxx-Xxxxxx Trunk Sewer and the Xxxxxxx- Xxxxxx Relief Trunk Sewer, and any and all agreements between MDC and Rutland, Holden, Rutland State Hospital, West Boylston, Worcester, and Upper Blackstone Water Pollution Abatement District related thereto. The WATERSHED AGENCY shall be responsible for approving all new connections to the Xxxxxxx-Xxxxxx Sewer and Relief Trunk Sewer, including all capital improvements of these sewer lines that will further protect the watersheds, and managing all xxxxxxxx and payment for sewage conveyed through these lines. Capital improvements are defined as those items that cannot be charged back to users as maintenance costs. The Parties agree to mutually support efforts to transfer ownership and control of the Xxxxxxx-Xxxxxx Sewer and Relief Trunk Sewer to the user communities or such other sewer district or legal entity as may be deemed appropriate to assume such ownership and control. Until such transfer is accomplished, MWRA agrees as requested by the WATERSHED AGENCY to operate and maintain the sewer lines, including meter readings, gates and valves, manhole inspections and evaluations of problem conditions such as infiltration and inflow and shall be reimbursed for its costs by Holden, West Boylston, and Rutland through established payment mechanisms. Operation, maintenance and repair are defined as those items that can be charged to the users.
Sample 1
Divestiture of Assets. Prior to the Closing, the Contributors will cause Newco and its Subsidiaries to transfer and/or distribute to the Contributors or an Affiliate of the Contributors any assets and liabilities of Newco and its Subsidiaries that are not Aftermarket Assets or Aftermarket Liabilities, and the Contributors or such Affiliates will acquire and accept such assets and assume such liabilities. The Contributors will bear all costs, fees or other expenses incurred in connection with such transfer, including Taxes.
Sample 1
Divestiture of Assets. Prior to Closing, (a) Transpro will cause the Company to transfer and/or distribute to Transpro or any Affiliate of Transpro (other than the Company) the assets identified in Section 5.3 of the Disclosure Schedule as "Transpro Assets," which are owned by the Company but not used in the Business, and (b) Transpro will transfer to the Company the assets identified in Section 5.3 of the Disclosure Schedule as "Company Assets," which are owned by Transpro but used in the Business. Transpro will bear all costs, fees or other expenses incurred in connection with the transfer and/or distribution of such assets to Transpro or Transpro's Affiliates.
Sample 1
Divestiture of Assets. If any order, judgment, or decree shall be entered in any proceeding requiring Buyer to divest itself of any material part of its assets, and if, within forty-five (45) days after entry thereof (unless or until enforcement is sooner commenced), such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal, or if, within ten (10) days after the expiration of any such stay (unless or until enforcement is sooner commenced), such judgment, order or decree shall not have been discharged; or, 101 - FPC Asset Purchase Agreement - CMI.20210907 - EXECUTION.docx 7 4889-5400-0389.2
Sample 1
Divestiture of Assets. If any order, judgment, or decree shall be entered in any proceeding requiring the Borrower, or DSSI, to divest itself of a substantial part of its assets, and if, within sixty (60) days after entry thereof (unless or until enforcement is sooner commenced), such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; or if, within thirty (30) days after the expiration of any such stay (unless or until enforcement is sooner commenced), such judgment, order or decree shall not have been discharged; or
Sample 1
AutoNDA by SimpleDocs
Divestiture of Assets. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, in excess of $250,000, all or any part of its business, assets or property of any kind whatsoever, including SenseIt Corp’s licensing agreement with Lucent, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired.
Sample 1
Divestiture of Assets. If any order, judgment, or decree shall be entered in any proceeding requiring the Borrower, or any of the Guarantors, to divest itself of a substantial part of its assets, and if, within sixty (60) days after entry thereof (unless or until enforcement is sooner commenced), such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; or if, within thirty (30) days after the expiration of any such stay (unless or until enforcement is sooner commenced), such judgment, order or decree shall not have been discharged; or
Sample 1

Related to Divestiture of Assets

  • Disposition of Assets To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust;

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Disposal of Assets 88) Where the Academy Trust acquires assets for a nil consideration or at an under value it shall be treated for the purpose of this Agreement as having incurred expenditure equal to the market value of those assets at the time that they were acquired. This provision shall not apply to assets transferred to the Academy Trust at nil or nominal consideration and which were previously used for the purposes of an Academy and/or were transferred from an LA, the value of which assets shall be disregarded.

  • Disposition of Assets; Etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • No disposal of assets The Borrower will not transfer, lease or otherwise dispose of:

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . . 4 2.13

  • Location of Assets To keep any property belonging to the Trust at any place in the United States.

  • Dispositions of Assets Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the gross assets of SpinCo, nor shall SpinCo or any member of the SpinCo Group sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the consolidated gross assets of the SpinCo Group. The foregoing sentence shall not apply to sales, transfers, or dispositions of assets in the ordinary course of business. The percentages of gross assets or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this Section 4(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary.

Time is Money Join Law Insider Premium to draft better contracts faster.