Intentionally Deleted. ARTICLE VII
Intentionally Deleted. ARTICLE 23
Intentionally Deleted. Intentionally Deleted.
Intentionally Deleted. ARTICLE 18
Intentionally Deleted. (d) In the event that during the Non-Compete Period the Seller shall be required to divest itself or otherwise sell a Merchant Business in accordance with Section 5.2(b) or in the event the Seller shall determine to sell such Merchant Business even if not required to do so (such required divestiture or determination to sell, a "Divestiture"), no later than 30 days after being so required or making such determination and, in any event, prior to contacting any third party purchaser, the Seller shall provide the Purchaser with written notice (the "Divestiture Notice") setting forth (i) a description of the Merchant Business to be sold and (ii) the material terms and conditions of the proposed sale including the price (the "Divestiture Price") at which the Seller proposes to offer to sell such Merchant Business. The Divestiture Notice shall also contain an irrevocable offer ("Divestiture Offer") to sell such Merchant Business to the Purchaser at a price equal to the Divestiture Price and upon the same terms and conditions as the terms and conditions contained in the Divestiture Notice (subject to the provisions of clause (B) below). At any time within 30 days after the date of receipt by the Purchaser of such Divestiture Notice (the "Divestiture Determination Period"), the Purchaser shall have the option to exercise its right to purchase such Merchant Business (A) at the Divestiture Price and on the same terms and conditions as set forth in the Divestiture Offer or (B) if the Divestiture Offer includes any consideration other than cash, at the equivalent cash price as determined in good faith by the Seller. During the Divestiture Determination Period, the Seller shall enable the Purchaser to conduct its own due diligence investigation of such Merchant Business in connection with the Divestiture Offer. If the Purchaser has not given notice of its intention to exercise such right to purchase such Merchant Business within the Divestiture Determination Period or the parties have not, after negotiating in good faith, entered into a binding agreement of purchase and sale for such Merchant Business within such 60 days of the Purchaser's response to the Divestiture Notice, the Seller shall be free to effect such Divestiture with a third party purchaser on terms that are substantially the same in all material respects as the terms set forth in the Divestiture Notice. In the event of a breach of the foregoing covenant, the Purchaser shall have the right, in addition to ...
Intentionally Deleted. (c) On or prior to the date hereof, (x) Operating Lessees shall notify each of the Property Managers to make all payments due to a Operating Lessee under the applicable Property Management Agreement and/or Operating Lease or otherwise payable directly to the Deposit Account (the form of such notice shall be subject to the approval of Lender and, shall be irrevocable without the consent of Lender until the Debt has been paid in full, it being understood that the notice contained in the Agreements with Managers was previously approved by Lender), and (y) Borrowers shall notify Operating Lessees to make all payments due to Borrowers under the Operating Leases (but only to the extent amounts received under the Operating Lease were not paid from amounts received by the Operating Lessee pursuant to Sections 9.4.1(x), 9.2 or 9.3 hereof) directly into the Deposit Account (the form of such notice shall be subject to the approval of Lender and, shall be irrevocable without the consent of Lender until the Debt has been paid in full, it being understood that the notice contained in the Agreements with Managers was previously approved by Lender). If the Deposit Account is changed, a comparable notice shall be sent to each Property Manager and Operating Lessee. If, notwithstanding the provisions of this Section 9.1(c), a Borrower or Operating Lessee receives any sums due under a Property Management Agreement, Operating Lease (but only to the extent amounts received under the Operating Lease were not paid from amounts received by the Operating Lessee pursuant to Sections 9.4.1(x), 9.2 or 9.3 hereof) or other amount (including any "key" or similar funds paid by any Property Manager or Affiliate thereof to Borrower) otherwise payable to such Borrower or Operating Lessee (except for amounts payable to such Borrower or Operating Lessee pursuant to Section 9.4.1(x) or amounts otherwise permitted to be paid or distributed to or on behalf of Borrowers or Operating Lessees under Section 9.2 or Section 9.3 hereof), then the applicable Borrower or Operating Lessee (x) shall be deemed to hold such amounts in trust for Lender and (y) shall deposit any such sums in the Deposit Account within one Business Day of receipt thereof. Borrowers or Operating Lessees agree to provide Lender with written notice of any amounts reimbursed to Sponsor pursuant to this Section within ten (10) Business Days from the date of such reimbursement. If and to the extent Sponsor or any affiliate (other tha...
Intentionally Deleted. ARTICLE 5
Intentionally Deleted. Section 5.24.
Intentionally Deleted. ARTICLE V
Intentionally Deleted. 6.5 Overtime worked and paid for by direct deposit shall be computed at an hourly rate based on the annual salary of the member affected at the time such overtime is worked, divided by 2,080 being the total annual regular hours of work. Time worked in excess of a regular tour of duty shall not be deemed as overtime unless it exceeds fifteen (15) minutes.
