True Sale. Each Transferred Asset sold hereunder shall have been sold by the Seller to the Purchaser in a true sale (or in the case of a Participation, a true participation) and absolute transfer, free and clear of any Lien (except for Permitted Liens).
Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for consolidated accounting purposes) in any manner other than as a true sale, true participation or other absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or purported to be Conveyed hereunder (or, in the case of each Transferred Assets conveyed via Participation, of a beneficial ownership interest therein); provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred Assets have been sold to the Purchaser.
True Sale. Except for purposes of GAAP, the Borrower will not account for or treat the transactions contemplated by the First Tier Master Purchase Agreement and the Second Tier Purchase Agreement in any manner other than as the sale, or absolute assignment, of the Receivables and other Collateral by the Originators to and by to the Borrower, respectively.
Private Sale. The Collateral Agent shall incur no liability as a result of a sale of the Collateral, or any part thereof, at any private sale pursuant to [clause (c) above] conducted in a commercially reasonable manner. The Company and the Servicer hereby waive any claims against each Agent and Lender arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale.
Sale Bonus. Upon the consummation of the disposition of the European assets of Clear Channel International, [[Organization A:Organization]] shall be considered for a gross lump sum cash payment in an amount determined by Company in its sole discretion.
TDC Sale. Lender hereby consents to the sale by TDC of the "Purchased Assets" (as defined in the APA defined below), so long as # the proceeds from such sale shall be paid into the Concentration Account, # such proceeds at closing shall be not less than $11,000,000, without regard to any post-closing adjustments in accordance with the terms of the APA (as defined below), and # such sale is consummated substantially pursuant to the terms and conditions of that certain Asset Purchase Agreement dated on or around the date hereof ("APA") by and among the Company, TDC and BHA Altair, LLC, a Delaware limited liability company, a true and correct copy of which, together with all material exhibits and schedules, has been delivered to Lender.
Approved Sale. If the Board of Directors of the Company (the "Board") shall deliver a notice to Grantee (a "Sale Event Notice") stating that the Board has approved a sale of all or a portion of the Company through a sale of assets, securities, or otherwise (an "Approved Sale") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall # consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, # waive any dissenter's rights and other similar rights, and # if the Approved Sale is structured as a sale of securities, agree to sell Grantee's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference.
Sale Notice. Any Selling Shareholder shall exercise the rights of the Selling Shareholders pursuant to this [Section 13] by delivering a written notice (the "Drag-Along Notice") to the Company and each Drag-Along Shareholder no more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Sale and, in any event, no later than 20 days prior to the closing date of such Sale. The Drag-Along Notice shall make reference to the Selling Shareholder's rights and obligations hereunder and shall describe in reasonable detail:
Due Diligence. During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and, upon reasonable prior notice, making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.
Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion.
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