No Sale of Assets. Without the prior written consent of Lessor, Lessee shall not sell all or substantially all of Lessee’s assets such that Lessee can no longer operate its business at the Properties, except in connection with an assumption of this Lease pursuant to Section 14.02(b) above. Any sale of Lessee’s assets in violation of this Section 14.03, shall be voidable at the sole option of Lessor. Any consent to a sale of Lessee’s assets given by Lessor hereunder shall not be deemed a consent to any subsequent sale of Lessee’s assets.
No Sale of Assets. Borrower shall not, during the term of the Loan, transfer any material portion of its assets unless such transfer is in the ordinary course of Borrower’s business, for fair market value and such fair market value is given to Borrower, in its sole name, and such transfer will not have a material adverse effect on the financial condition of Borrower and/or its ability to perform the obligations hereunder, as determined by Lender in its sole and absolute discretion.
No Sale of Assets. TFCRC V shall not sell, transfer, ----------------- exchange or otherwise dispose of any of its assets except pursuant to the Transaction as expressly permitted under the Transaction Documents.
No Sale of Assets. Without the prior written consent of Buyer, Seller shall not sell, lease, assign, transfer, encumber or permit the encumbrance of, or otherwise dispose of:
No Sale of Assets. Without the prior written consent of Landlord, Tenant shall not sell all or substantially all of Tenant’s assets. Any sale of Tenant’s assets in violation of this Section 14.03, shall be voidable at the sole option of Landlord. Any consent to a sale of Tenant’s assets given by Landlord hereunder shall not be deemed a consent to any subsequent sale of Tenant’s assets.
No Sale of Assets. Borrower and Guarantor shall not, during the term of the Loan, transfer any material portion of their respective assets (other than Permitted Transfers) unless either (i) such transfer is in the ordinary course of Borrower’s or Guarantor’s business, for fair market value or reasonable consideration, and such transfer will not have a material adverse effect on the financial condition of Borrower or Guarantor and/or its ability to perform the obligations hereunder, as determined by Lender in its reasonable discretion, or (ii) (x) the consideration paid in connection therewith shall be cash or cash equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (y) no Unmatured Event of Default or Event of Default shall have occurred and be continuing both immediately prior to and after giving effect to such transfer, and (z) the aggregate net book value of all of the assets sold or otherwise disposed of in such disposition together with the aggregate net book value of all assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions occurring during the term of this Agreement does not exceed $500,000.
No Sale of Assets. No Credit Party shall, or shall permit any of its Subsidiaries to, directly or indirectly, sell, lease, assign, transfer or otherwise dispose of any assets other than (a) Inventory in the ordinary course of business, (b) obsolete or worn out property disposed of in the ordinary course of business and other dispositions of assets (other than Capital Securities); provided: (i) such dispositions described in the foregoing clause (b) are for fair value; (ii) one hundred percent (100%) of the consideration for each of such other dispositions is received by such Credit Party or such Subsidiary, as the case may be, in the form of cash; and (iii) the consideration for such other dispositions does not exceed, in the aggregate for Credit Parties and their Subsidiaries combined, for any fiscal year, $25,000.
No Sale of Assets. Except for the sale of inventory in the ordinary course of business, consistent with past practice, each Contributing Party will not, and will cause its Affiliates and Representatives not to, directly or indirectly, (a) solicit any inquiries or proposals or enter into or continue any discussions, negotiations or agreements relating to the direct or indirect transfer of the AMD Business Assets or the Fujitsu Business Assets, as applicable, to any Person other than the Joint Venture, the other Contributing Party or their respective Affiliates or (b) provide any assistance or any information to or otherwise cooperate with any Person in connection with any such inquiry, proposal or transaction.
No Sale of Assets. Without the prior written consent of Lessor, Lessee shall not sell all or substantially all of Lessee’s assets except to an Affiliate of Lessee who is made a party to the Lease pursuant to a Permitted Transfer. Any sale of Lessee’s assets in violation of this Section 14.03, shall be voidable at the sole option of Lessor. Any consent to a sale of Lessee’s assets given by Lessor hereunder shall not be deemed a consent to any subsequent sale of Lessee’s assets. Lessor’s consent shall be deemed granted if Lessor fails to respond within fifteen (15) of Lessee’s request to a sale.
No Sale of Assets. For a period of three (3) years following the Closing, the Purchaser shall not cause or allow the Surviving Corporation to dispose of a substantial interest in the stock of any Subsidiary or cause or allow either Subsidiary to sell or otherwise dispose of all or any material portion of its assets to any person, other than (in any such case) to another subsidiary included in the consolidated group of corporations of which the Purchaser is the corporate parent, provided such transferee subsidiary is at the same relative tier of ownership as the Subsidiary making such disposition, unless the Purchaser shall have first delivered to the Shareholders (i) the written opinion (reasonably acceptable in form and substance to the Shareholders) of Arthur Andersen L.L.P. or axxxxxx "xxx xxx" public accounting firm that such disposition should not cause a disallowance of the Merger as a "reorganization" within the meaning of Code Section 368(a)(1)(A), and (ii) the Purchaser's written agreement (reasonably acceptable in form and substance to the Shareholders), to indemnify the Shareholders for any Losses (including interest, fines, fees and penalties) they may suffer as a result of such disallowance due to such disposition. Without limiting the generality of the "Losses" for which the Shareholders shall be indemnified against hereunder, such indemnity shall include any federal and state income tax liability arising from any disallowance of the Merger as a "reorganization" within the meaning of Code Section 368(a)(1)(A), as a result of such disposition.
