Section 6.18 Sale or Transfer of Assets; Suspension of Business Operations.
(a) Other than the transfer of assets by WiseBuys to Hackett pursuant to the transaction described on Schedule 6.18 hereto, the Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. Notwithstanding the foregoing, Borrower may transfer real property owned by it as of the date of this Agreement to Seaway Realty Holdings, LLC provided that (v) no Default Period then exists, (w) Seaway Realty Holdings, LLC shall execute and deliver a Guaranty in favor of Lender, (x) Seaway Realty Holdings, LLC shall agree not to incur any Debt secured by such real estate other than (i) the Debt existing as of the date of transfer of the real estate from Borrower and (ii) additional Debt secured by such real estate incurred after the date of this Agreement so long Seaway Realty Holdings, LLC shall remit the proceeds of such additional Debt to Lender for the Borrower's account immediately upon receipt of same, (y) Seaway Realty Holdings, LLC shall agree to remit any proceeds from any loss or condemnation of or from the sale or other disposition of any real property owned by it to Lender for the Borrower's account, provided, however Seaway Realty Holdings, LLC shall not be required to remit to Lender any lease payments received by it from Borrower, and (z) Seaway Realty Holdings, LLC shall execute and deliver a landlord's disclaimer and consent, in favor of Lender, in form and substance acceptable to Lender.
|
Thread abonnieren
