Sale of Subsidiaries Sample Clauses
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Sale of Subsidiaries. Subject to the terms and conditions of this Agreement, and in consideration of the covenants and agreements set forth herein (including the waiver set forth in Article 3 hereof), on the Effective Date, Purchaser shall purchase and assume from Seller, and Seller shall sell, transfer, assign and deliver to Purchaser: (a) all of the assets of the Subsidiaries, including the Digital Learning Institute software platform, and (b) all of the liabilities of the Subsidiaries in the approximate amount of $1.959 million (collectively, the “Subsidiaries’ Assets and Liabilities”). In connection with the Sale, Seller shall sell, transfer and deliver and Purchaser shall purchase and acquire the Shares, free and clear of all options, pledges, security interests, voting trusts or similar arrangements, liens, charges or other encumbrances or restrictions of any kind whatsoever (collectively, “Encumbrances”).”
Sale of Subsidiaries. Notwithstanding anything to the contrary in Section 6.02, the Borrower shall have the right to sell or otherwise dispose of any Subsidiary (or all or substantially all of the assets thereof), provided that such sale or other disposition does not violate any other provision of this Agreement and immediately before and immediately after such sale or other disposition (i) there shall exist no Default or Event of Default, (ii) no Material Adverse Effect shall result therefrom, and (iii) the representations and warranties contained in Article 3 of this Agreement shall, except to the extent that they relate solely to an earlier date, be true in all material respects (or in all respects if such representation or warranty is qualified by materiality or Material Adverse Effect) with the same effect as though such representations and warranties had been made at such time.
Sale of Subsidiaries. 60 SECTION 6.12 Negative Pledges...........................................................................60 SECTION 6.13
Sale of Subsidiaries. Upon the sale of the stock or substantially all of the assets of any subsidiary of the Companies, which is approved by the ICH Board, such subsidiary shall be automatically released from its obligations hereunder and shall not be considered as having any continuing liability for the obligations hereunder, and Executive shall be released from his obligations to such subsidiary hereunder.
Sale of Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, sell or otherwise dispose of any shares of capital stock of or other ownership interest in any Subsidiary of the Company (except in connection with any acquisition, merger or consolidation permitted by Section 6.08), or permit any Subsidiary of the Company to issue any additional shares of its capital stock or other incidents of ownership, except on a pro rata basis to all its stockholders, partners or owners, as the case may be, and provided that any such additional shares of capital stock or other incidents of ownership issued to the Company, any Guarantor or Additional Guarantor are pledged to the Administrative Agent.
Sale of Subsidiaries. NBG shall sell or otherwise dispose of (i) NBG Solutions, Inc., no later than August 30, 2001, and (ii) NBG Travel Exclusive, Inc. and NBG Interactive, Inc. no later than November 30, 2001.
Sale of Subsidiaries. 30 4.19. Limitation on Activities, Assets and Liabilities of NBG........30 4.20.1. Holding Company Structure..............................30 4.20.2. Fiscal Year of G▇▇▇▇ ▇▇▇▇▇▇ Entertainment Corporation...........................................31 4.20.3. Insurance - G▇▇▇▇ ▇▇▇▇▇▇ Entertainment Corporation.....31 4.20.4.
Sale of Subsidiaries. Notwithstanding anything to the contrary in Section 6.02, the Borrower shall have the right to sell or otherwise dispose of any Subsidiary (or all or substantially all of the assets thereof), provided that such sale or other disposition does not violate any other provision of this Agreement and immediately before and immediately after such sale or other disposition (i) there shall exist no Default or Event of Default, (ii) no Material Adverse Effect shall result therefrom, and
Sale of Subsidiaries. Except as set forth in this Section 5.3, Borrower shall not sell, assign or otherwise transfer, by way of collateral assignment or otherwise, or dispose of, directly or indirectly (by way of collateral assignment or otherwise) any Equity Interest in any Significant Subsidiary; provided that (a) Borrower may sell, transfer or otherwise assign 20% of Borrower’s Equity Interests in TPS and (b) Borrower or any subsidiary of Borrower may engage in limited recourse project financing transactions as provided in Section 5.3.3.
Sale of Subsidiaries. 63 SECTION 6.05. Transactions with Affiliates ....................................................................................... 63 SECTION 6.06. Investments ................................................................................................................. 63 SECTION 6.07. Use of Proceeds .......................................................................................................... 63 SECTION 6.08. Subsidiary Indebtedness ............................................................................................. 64 ARTICLE VII Events of Default 64 ARTICLE VIII The Administrative Agent 68 SECTION 8.01.