Disposition of Assets. No Group Member will sell or otherwise dispose of any assets (including, without limitation, the capital stock of any Subsidiary), except for: (a) sales of inventory, fixtures and equipment in the ordinary course of business; (b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future; (c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties; (d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries; (e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g); (f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto; (g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration; (h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries; (i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);
Appears in 4 contracts
Sources: Term Loan and Guaranty Agreement (Tower International, Inc.), Revolving Credit and Guaranty Agreement (Tower International, Inc.), Revolving Credit and Guaranty Agreement (Tower International, Inc.)
Disposition of Assets. No Group Member will sell Not sell, lease, assign, transfer or otherwise dispose of any assets asset or interest therein, except that this Section 6.13 shall not apply to (including, without limitation, the capital stock i) any disposition of any Subsidiary), except for:
(a) sales of inventory, fixtures and equipment asset or any interest therein in the ordinary course of business;
, (ii) any disposition of obsolete or retired property not used or useful in its business, (iii) any disposition of any asset or interest therein (a) for cash or cash equivalents or (b) dispositions of surplusin exchange for utility plant, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales equipment or other intercompany transfers utility assets, other than notes or other obligations, in each case equal to the fair-market value (as determined in good faith by the Board of assets among Group Members Directors of the Borrower) of such asset or interest therein, and provided that such disposition does not constitute a disposition of all or substantially all of which are Loan Partiesthe assets of the Borrower, none (iv) any disposition of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
asset or any interest therein (d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part exclusive of any transactiondisposition permitted by clause (v)) in exchange for notes or other obligations substantially equal to the fair-market value (as determined in good faith by the management of the Borrower or, if the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing consideration for such Foreign Subsidiarydisposition exceeds $100,000,000, by the Board of Directors of the Borrower) of such asset or interest therein, provided that the aggregate amount of all such financings notes or other obligations received after the date hereof from any one obligor in one transaction or a series of transactions shall not exceed a principal 15% of the net book value of the assets of the Borrower, (v) any disposition of accounts receivable, notes receivable or unbilled revenue, the rights related to any of the foregoing and property related to any of the foregoing in connection with Qualified Receivables Transactions and (vi) any disposition of an asset or interest therein (exclusive of any disposition permitted under any of the foregoing clauses (i) through (v)) to an Affiliate of the Borrower in exchange for notes or other obligations substantially equal to the fair-market value (as determined in good faith by the Board of Directors of the Borrower) of such asset or interest therein, provided that the aggregate amount of €65,000,000, notes or other obligations received by the equivalent Borrower from Affiliates of such amount, at the Borrower in exchange for any one time outstanding; provided, further, that asset or interest therein after the amount of any such financing shall be deemed to be Indebtedness hereunder and date hereof shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct 7.5% of the business net book value of Holdco or any the assets of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Borrower.
Appears in 4 contracts
Sources: Credit Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Energy Inc /Wa), Credit Agreement (Puget Sound Energy Inc)
Disposition of Assets. No Group Member will sell Sell, lease or otherwise dispose of any assets (includingof, without limitationor permit any of its Subsidiaries to sell, the capital stock lease or otherwise dispose of any Subsidiary)of, its Properties, including any disposition of Property as part of a sale and leaseback transaction, to or in favor of any Person, except for:
(ai) sales of inventory, fixtures Inventory and equipment collections of Accounts in the ordinary course of business;
(bii) transfers of Property to a Borrower by another Borrower or by a wholly-owned Subsidiary of such Borrower;
(iii) dispositions of surplusinvestments described in paragraphs (iv), obsolete(v), negligible or uneconomical assets including plants currently shut down or shut down in (vi) and (vii) of the futuredefinition of the term “Restricted Investments”;
(civ) intercompany sales (A) the merger or consolidation of any Inactive Subsidiary or any Person that does not own any assets with any other intercompany transfers Person that is a Borrower or a Subsidiary Guarantor (provided that such other Person that is a Borrower or Subsidiary Guarantor is the Person surviving such merger or consolidation) and (B) the liquidation, dissolution or winding up of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Partiesany Inactive Subsidiary;
(dv) each sales, leases and other dispositions of Holdco and its Subsidiaries may sell, discount, or otherwise dispose Property with a fair market value of accounts receivable up to $12,000,000 in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at in any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiariesfiscal year, in each case so long as (a) no such grant Event of Default is in existence or would adversely affect any Collateral or the Agent’s rights or remedies result therefrom, (b) with respect theretoto a transaction involving any Accounts, Inventory or Patterns and Core Boxes, not less than one hundred percent (100%) of the consideration received in respect of such Accounts, Inventory or Patterns and Core Boxes is in the form of cash, (c) after giving effect to any such transaction and the application of the proceeds thereof, no Overadvance shall exist and (d) the consideration received in respect of such Property is equal to the fair market value thereof;
(gvi) so long as no Event of Default exists, sales, transfers and leases or other dispositions of Equipment or other fixed assets that are worn, excess, damaged or obsolete or consist of scrap and that (i) Investments (excluding Investments other than in the Equity Interests case of any Subsidiaryscrap) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) are replaced with Equipment or other Investments to the extent required by or made pursuant to customary buy/sell arrangements made fixed assets that are usable in the ordinary course of business between of the parties to agreements related theretoapplicable Borrower or Subsidiary of a Borrower; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;and
(hvii) dispositions resulting from any casualty or other insured damage to, or any taking under power licenses of eminent domain or by condemnation or similar proceeding of, any property or asset Intellectual Property in the ordinary course of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);business.
Appears in 3 contracts
Sources: Loan and Security Agreement (Neenah Foundry Co), Loan and Security Agreement (Neenah Foundry Co), Loan and Security Agreement (Neenah Foundry Co)
Disposition of Assets. No Group Member will sell Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets Property (including, without limitation, including the capital stock Equity Interests of any Subsidiary)Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement (except forto the extent such agreement is conditioned on obtaining any required consent or amendment hereunder) to do any of the foregoing, except:
(a) sales to any Person of inventory, fixtures and equipment or worn out or surplus equipment, all in the ordinary course of business;
(b) any of the following, subject to Section 6.17 hereof:
(i) dispositions by any Subsidiary that is not a Loan Party to the Borrower or any other Subsidiary;
(ii) dispositions by any Loan Party to any other Loan Party; and
(iii) dispositions of surplus, obsolete, negligible any Property that does not constitute ABL Priority Collateral (other than cash or uneconomical assets including plants currently shut down or shut down in the futureCash Equivalents and intercompany notes) by any Loan Party to any Subsidiary that is not a Loan Party;
(c) intercompany sales in a transaction authorized by Section 6.03 or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan PartiesSection 6.04;
(d) each the sale of Holdco and its Subsidiaries may sell, discount, payment obligations owing to any Subsidiary of the Borrower that is not a Loan Party under sale or otherwise dispose of accounts receivable service contracts in connection with the compromise or collection thereof, and not as part limited recourse third party financing of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiariessuch contracts consistent with prudent business practices;
(e) each Foreign Subsidiary may sellother sales, discount or otherwise dispose assignments, leases, conveyances, transfers and other dispositions of accounts receivable in connection with any transaction, assets after the primary purpose of which is to provide financing for such Foreign Subsidiary, Restatement Effective Date; provided that the aggregate amount book value of all such financings assets so sold, leased, conveyed, transferred or disposed of shall not exceed a principal amount (x) in any Fiscal Year, 7.5% of €65,000,000the Consolidated Assets or (y) in all such transactions occurring after the Restatement Effective Date, or 15% of the equivalent Consolidated Assets, with the Consolidated Assets being determined, for the purpose of such amountapplying the foregoing percentage test, at any one time outstandingbased on the financial statements most recently delivered pursuant to Section 5.01 (or, if prior to the date of delivery of the first financial statements to be delivered pursuant to Section 5.01, the most recent financial statements referred to in Section 3.11(a)); provided, further, that (i) at the amount time of any disposition, (x) no Default or Event of Default shall exist or shall result from such financing shall be deemed disposition and (y) after giving pro forma effect to be Indebtedness hereunder (1) any disposition of Accounts included as part of such disposition and shall (2) any repayment of Loans substantially concurrent with such disposition, the Aggregate Revolving Exposure would not exceed the total amount of Indebtedness permitted Borrowing Base as computed on a pro forma basis by the Borrower (such calculation to be incurred provided by the Borrower to the Administrative Agent at the Administrative Agent’s request), (ii) the Loan Parties were in compliance with the covenants set forth in Section 6.18 as of the end of the most recent Fiscal Quarter for which financial statements have been delivered hereunder (regardless of whether any such covenant is required to be tested as of such date pursuant to Section 6.03(g6.18), computed on a pro forma basis, and (iii) any such sales, assignments, leases, conveyances, transfers and other dispositions shall be made for Fair Market Value and, during any period during which the Administrative Agent shall be exercising its right to cash dominion pursuant to Section 5.11, for at least 75% Cash Consideration;
(f) each sales, assignments, leases, conveyances, transfers or other dispositions of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;assets by Specified JVs; and
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 Permitted Sales-Type Lease Transactions and (ii) other Investments assignments of STL Related Accounts in connection with any Permitted Sales-Type Lease Transaction to a Qualified Trustee pursuant to a Qualified Trust Arrangement, so long as (A) the interest of the Loan Parties in such STL Related Accounts remains subject to the extent required by or made pursuant to customary buy/sell arrangements made security interest of the Administrative Agent under the Collateral Documents, (B) such STL Related Accounts are not included in the ordinary course calculation of business between the parties Borrowing Base, (C) the Borrower has determined in its commercially reasonable discretion that it is not practicable to agreements related thereto; provided, consummate such Permitted Sales-Type Transaction without the assignment of such STL Related Accounts and (D) the purchaser in each case, connection with such Permitted Sales-Type Lease Transaction has entered into an agreement in form and substance reasonably acceptable to the Administrative Agent which includes provisions to the effect that such sales, transfer or dispositions are made for fair value and for at least 80% cash considerationpurchaser recognizes the Administrative Agent’s security interest in such STL Related Accounts;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or Sale and Leaseback Transactions permitted by condemnation or similar proceeding of, any property or asset of any Group Member or its SubsidiariesSection 6.15;
(i) salesthe sale, transfers and dispositions transfer or disposition to the extent necessary to effect a transaction customers of products, buildings, properties, systems, infrastructure or other assets constructed, developed or otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct acquired for or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition on behalf of such interest to the extent customers; and
(j) dispositions of such reduction cash and Cash Equivalents as consideration for purposes of goods and services, expenses (including compensation expense) or other transactions permitted under, or not prohibited by, this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Agreement.
Appears in 3 contracts
Sources: Omnibus Amendment (Unisys Corp), Credit Agreement (Unisys Corp), Credit Agreement (Unisys Corp)
Disposition of Assets. No Group Member will sell or otherwise dispose The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, make any assets (including, without limitation, the capital stock of any Subsidiary), except forAsset Sale except:
(ai) sales Asset Sales in the ordinary course of inventory, fixtures and equipment business of assets held for resale in the ordinary course of business or the trade in or replacement of assets in the ordinary course of business;
(bii) dispositions the concurrent exchange of surplusa television broadcast station or of long-term Station operating assets or cash (including the Capital Stock of a Person which owns long-term Station operating assets), obsoletefor which the Borrower or any Restricted Subsidiary receives cash, negligible Cash Equivalents or uneconomical Station operating assets including plants currently shut down or shut down at least equal to the fair market value of the assets so exchanged as determined by the Borrower in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, good faith; provided that (v) no Default or Event of Default then exists or would result therefrom, (w) the aggregate amount of all cash and Cash Equivalents received by the Borrower or any Restricted Subsidiary in connection with such financings asset exchanges shall not exceed a principal thirty-five percent (35%) of the aggregate consideration for such asset exchange, (x) the aggregate amount of €65,000,000, or all cash and Cash Equivalents paid by the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco Borrower or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if Restricted Subsidiaries in connection with such transaction asset exchange shall not exceed thirty-five percent (35%) of the direct aggregate amount paid or indirect interest transferred by the Borrower or any of Holdco its Restricted Subsidiaries in a Group Member is reducedconnection with such asset exchange, such transaction (y) any cash or Cash Equivalents that are received by the Borrower or any Subsidiary in connection with any asset exchange pursuant to this Section 7.4(a)(ii) shall be treated as a disposition applied pursuant to Section 2.6(b)(iii), and (z) at least five (5) Business Days prior to the completion of such interest exchange, the Borrower shall provide to the extent of such reduction for purposes of this Section 6.06 which is permitted if Administrative Agent (in each case in form and only if permitted by a clause other than this clause (i);substance reasonably satisfactory to the Administrative Agent):
Appears in 3 contracts
Sources: Credit Agreement (Gray Television Inc), Credit Agreement (Gray Television Inc), Credit Agreement (Gray Television Inc)
Disposition of Assets. No Group Member will sell Borrowers shall not sell, transfer, lease, license, or otherwise dispose of any assets (including, without limitation, the capital stock of any Subsidiary)their assets, except for:
(a) sales for the sale of inventory, fixtures and equipment in the ordinary course of business;
(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases inventory in the ordinary course of business and(i) Permitted Dispositions (Lenders shall promptly upon written request issue appropriate releases of Equipment to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and facilitate Permitted Dispositions).and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
Dispositions so long as (i) salesat least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value (as reasonably determined in good faith by the Borrowers) of the property disposed of, transfers and dispositions (ii) such transaction does not involve the sale or other disposition of a minority Equity Interest in any Subsidiary, (iii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to the extent necessary to effect other property concurrently being disposed of in a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 7.10, (v) the Borrowers would be in compliance with the financial covenants set forth in Article 8 recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which is permitted if the Borrower has delivered financial statements pursuant to Section 6.5(a) or (c) after giving effect to such Disposition on a Pro Forma Basis, (vi) no Default or Event of Default shall exist or result therefrom, and only if permitted (vii) the aggregate net book value of all of the assets sold or otherwise disposed of by a clause other than this clause (i);the Borrower and their Subsidiaries in all such transactions occurring after the Eleventh Amendment Closing Date shall not exceed $5,000,000.
Appears in 2 contracts
Sources: Loan Agreement (I3 Verticals, Inc.), Loan Agreement (I3 Verticals, Inc.)
Disposition of Assets. No Group Member will sell Sell, lease or otherwise dispose of any assets (includingof, without limitationor permit any of its Subsidiaries to sell, the capital stock lease or otherwise dispose of any Subsidiary)of, its Properties, including any disposition of Property as part of a sale and leaseback transaction, to or in favor of any Person, except for:
(ai) sales of inventory, fixtures and equipment Inventory in the ordinary course of business;
(bii) transfers of Property to a Borrower by a wholly-owned Subsidiary of such Borrower;
(iii) dispositions of surplusinvestments described in paragraphs (iv), obsolete(v), negligible or uneconomical assets including plants currently shut down or shut down in (vi) and (vii) of the futuredefinition of the term "Restricted Investments";
(civ) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Partiessales, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties leases and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Partiesdispositions of Subject Equipment;
(dv) each sales, leases and other dispositions of Holdco and its Subsidiaries may sell, discount, or otherwise dispose Property with a fair market value of accounts receivable up to $10,000,000 in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at in any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiariescalendar year, in each case so long as (a) no Default or Event of Default is in existence or would result therefrom, (b) the consideration received in respect thereof is all cash, and (c) in the case of individual items of Property with a book value in excess of $250,000, the consideration received in respect thereof is at least equal to the portion of the Loans predicated on the value of such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect theretoProperty;
(gvi) so long as no Default or Event of Default exists, sales, transfers and leases or other dispositions of Equipment or other fixed assets that are substantially worn, damaged or obsolete and that are replaced with Equipment or other fixed assets of like kind, function and value; provided, that (i) Investments until so replaced, the proceeds of each such disposition shall be applied against the Revolving Credit Loans (excluding Investments in but shall not permanently reduce the Equity Interests of any Subsidiary) permitted by clauses (bRevolving Loan Commitments), (cii) a Rebuild Reserve shall be established in the amount thereof, until such time as such amounts are to be used by Borrowers to replace the Property sold and (iii) the applicable Borrower or Subsidiary shall commit to acquire within 180 days after such disposition and shall actually acquire replacement Property, free and clear of Liens (other than Permitted Liens that are not Purchase Money Liens), (k)within 360 days of such disposition; and provided further, (n) that any such amount that it is not timely used to commit to purchase or to purchase replacement Property as provided herein shall be released from the Rebuild Reserve and (o) of Section 6.05 and (ii) other Investments applied to the extent required by or made pursuant to customary buy/sell arrangements made Obligations as provided in the ordinary course second sentence of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash considerationsubsection 3.3.1;
(hvii) dispositions resulting from any casualty or other insured damage to, or any taking dissolutions permitted under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiariessubsection 8.2.1;
(iviii) salesother dispositions expressly authorized by this Agreement; and
(ix) sales of any finance contracts assets, transfers including the National Trailer Funding portfolio finance contracts and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);former Apex Finance portfolio contracts.
Appears in 2 contracts
Sources: Loan and Security Agreement (Wabash National Corp /De), Loan and Security Agreement (Wabash National Corp /De)
Disposition of Assets. No Group Member The Borrower will not, and will not permit any of its Restricted Subsidiaries to, dispose of all or any part of its interest in any asset except that the Borrower and its Restricted Subsidiaries may sell or otherwise dispose of assets to any assets (including, without limitation, the capital stock of any Subsidiary), except for:
Person other than an Affiliate so long as such sales or other dispositions are (a) approved by the Required Banks; (b) for at least the fair market value of such assets and the aggregate amount of such asset sales is less than $2,500,000 in any 12-month period and, in any such case, the Borrower or such Restricted Subsidiary complies with the mandatory prepayment provisions and Commitment reduction provisions herein and, in the case of inventoryCollateral, fixtures so long as the conditions to the release of Collateral described herein and equipment in the applicable Security Documents are met; (c) of inventory in the ordinary course of business;; (d)
(bi) dispositions of surplusequipment that has become worn out, obsolete, negligible obsolete or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, damaged or otherwise dispose of accounts receivable unsuitable or no longer needed for use in connection with the compromise business of the Borrower or collection thereofany of its Restricted Subsidiaries or should be replaced, as the case may be, in each case as determined in good faith by the board of directors of the Borrower or its Restricted Subsidiary, as the case may be; (ii) for at least the fair value of such equipment, as determined in good faith by the board of directors of the Borrower or its Restricted Subsidiaries; and not (iii) the proceeds of the sales of such equipment are used within 120 days of such sales (or such longer period as part may be consented to by the Administrative Agent) to (A) purchase equipment used in substantially similar lines of any transaction, business or (B) repay Loans pursuant to Section 3.03 and until so applied are held in the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
Reserve Account; or (e) each Foreign Subsidiary may of assets as to which the likely amount of net sales proceeds that would be realized upon a sale of such assets is such that a sale of such assets is not, in the reasonable judgment of the Borrower, economically practicable but such other disposition is otherwise of commercial value to the Borrower; PROVIDED, HOWEVER, that in no case shall sales or other dispositions pursuant to this clause (e) be of assets of a fair market value at the time of such sale which is in excess of an aggregate of $750,000 in any calendar year, and in the case of Collateral, so long as the conditions to the release of Collateral described herein and in the applicable Security Documents are met; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, with or without recourse, or discount or otherwise dispose of accounts receivable (other than in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases trade discounts in the ordinary course of business consistent with past practice) or otherwise sell for less than the face value thereof, notes or accounts receivable owed to it by its third-party customers or suppliers. The consideration received by the Borrower and its Restricted Subsidiaries from each sale of assets permitted by this Section 7.11, other Persons than with respect to such sales involving consideration of not materially interfering more than $500,000 in the aggregate in any calendar year, shall be received in whole within 15 days of such sale and at least 70% of the consideration from each sale shall consist of Cash or Cash Equivalents. Any non-Cash proceeds received from the sale of assets constituting Collateral shall be pledged pursuant to and in accordance with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers applicable Security Documents and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);constitute Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Color Spot Nurseries Inc), Credit Agreement (Color Spot Nurseries Inc)
Disposition of Assets. No Group Member The Borrower will sell not, and will not permit or cause any of its Subsidiaries to, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any assets portion of its assets, business or properties (including, without limitation, the any capital stock of or other ownership interests in any Subsidiary), or enter into any arrangement with any Person providing for the lease by the Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by the Borrower or such Subsidiary to such Person, or agree to do any of the foregoing, except for:
(ai) sales of inventory, fixtures and equipment investment assets in the ordinary course of business;
(bii) dispositions the sale or exchange of surplus, obsolete, negligible used or uneconomical assets including plants currently shut down or shut down in obsolete equipment to the future;
extent (cy) intercompany sales or other intercompany transfers the proceeds of assets among Group Members all of which such sale are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discountapplied towards, or otherwise dispose such equipment is exchanged for, similar replacement equipment or (z) such equipment is no longer necessary for the operations of accounts receivable in connection with the compromise Borrower or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign applicable Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect theretobusiness;
(giii) salesthe sale, transfers lease or other disposition of assets by a Subsidiary of the Borrower to the Borrower or to another Wholly Owned Subsidiary, to the extent permitted by applicable Requirements of Law and dispositions each relevant Insurance Regulatory Authority, provided that immediately after giving effect thereto, no Default or Event of Default would exist; and
(iv) the sale or disposition of any assets other than the stock or substantially all the assets of a Material Subsidiary or any Material Asset, provided that, immediately after giving effect thereto, no Default or Event of Default would exist; and
(v) the sale by Parent or Reinsurance of the stock of Beechwood; provided that (i) Investments the Parent and its Wholly Owned Subsidiaries shall at all times own at least forty-five percent (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o45%) of Section 6.05 the voting control and value of Beechwood; (ii) no Person or group of Persons acting in concert as a partnership or other Investments groups shall be the "beneficial owner" (within the meaning of such term under Rule 13d-3 under the Exchange Act) of securities of Beechwood representing twenty-five percent (25%) or more of the combined voting power of the then outstanding securities of Beechwood having the right to the extent required by or made pursuant to customary buy/sell arrangements made vote in the ordinary course election of business between directors; and (iii) prior to any such sale, the parties to agreements related thereto; providedRequired Lenders, in each casetheir reasonable discretion, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated satisfied, the evidence of which shall be in writing, with the Borrower's assurances that its positive cash flow will not be materially adversely affected as a disposition result of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);sale.
Appears in 2 contracts
Sources: Credit Agreement (Chartwell Re Corp), Credit Agreement (Chartwell Re Holdings Corp)
Disposition of Assets. No Group Member will sell Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease (as lessor), convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets Property (including, without limitation, including the capital stock Stock of any Subsidiary)Subsidiary of any Credit Party, except forwhether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except:
(a) sales dispositions to any Person of inventory, fixtures and equipment Inventory in the ordinary course Ordinary Course of businessBusiness; provided, (i) any such dispositions of Inventory to Affiliates of a Credit Party (including such dispositions (x) between the EINA Borrowers and the EICA Borrowers and (y) from the EINA Borrowers to the Camrose Borrowers, but excluding other dispositions to Credit Parties) shall also be on terms (A) consistent with historical practices and (B) no less favorable to the applicable Credit Party than those which could be obtained in a comparable arm’s length transaction and (ii) the net amount due from Affiliates of (A) the EINA Borrowers and their Subsidiaries in connection with all such dispositions of Inventory to Affiliates of the EINA Borrowers and their Subsidiaries who are not Credit Parties permitted hereunder shall not exceed $50,000,000 in the aggregate at any one time and (B) the EICA Borrowers and their Subsidiaries in connection with all such dispositions of Inventory to Affiliates of the EICA Borrowers and their Subsidiaries who are not Credit Parties permitted hereunder shall not exceed $50,000,000 in the aggregate at any one time;
(b) dispositions (other than of surplus, obsolete, negligible (i) the Stock of any Subsidiary of any Credit Party or uneconomical assets including plants currently shut down or shut down (ii) any Collateral of any Credit Party) not otherwise permitted hereunder to any Person other than an Affiliate of a Credit Party which are made for fair market value and the mandatory prepayment in the futureamount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate fair market value of all assets so sold by the Credit Parties and their Subsidiaries during the term of this Agreement, together, shall not exceed $100,000,000;
(c) intercompany sales or other intercompany transfers dispositions of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties cash and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan PartiesCash Equivalents;
(d) each of Holdco transactions permitted under Section 5.1(k) and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its SubsidiariesSection 5.3;
(e) each Foreign Subsidiary may selldispositions of used, discount worn out, obsolete or otherwise dispose of accounts receivable in connection with surplus Property by any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases Credit Party in the ordinary course Ordinary Course of Business and the abandonment or other disposition of Intellectual Property that is, in the reasonable business judgment of the Borrowers, no longer economically practicable to other Persons not materially interfering with maintain or useful in the conduct of the business of Holdco or any of its Subsidiaries, in each case so long the Credit Parties taken as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect theretoa whole;
(f) [Intentionally Reserved.]
(g) salesdispositions, transfers and dispositions of subject to Section 5.2(a), (i) Investments (excluding Investments by Subsidiaries of EINA or EICA that are not Credit Parties to Credit Parties, so long as the consideration paid by the Credit Parties in each such disposition does not exceed the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and fair market value for such disposition; (ii) by and among Subsidiaries of EINA or EICA that are not Credit Parties; (iii) by any Credit Party to any other Investments Credit Party; and (iv) other than dispositions of Collateral (except for Inventory to the extent required permitted by Section 5.2(a)), by EINA or made pursuant EICA or any Parent Material Subsidiary to customary buy/sell arrangements made in the ordinary course Parent or any of business between the parties to agreements related theretoParent’s Subsidiaries; provided, in each casecase of clauses (i), (ii) and (iii) above, that such sales(A) in the case of any transfer from one Credit Party to another Credit Party, transfer or dispositions are made any Lien granted to Agent, for fair value the benefit of Secured Parties, pursuant to the relevant Collateral Documents in the Property so transferred shall (1) remain in full force and for effect and perfected and enforceable (to at least 80% cash consideration;the same extent as in effect immediately prior to such transfer) or (2) be replaced by Liens granted to Agent, for the benefit of Secured Parties, pursuant to the relevant Collateral Documents, which new Liens shall be in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) and (B) no Default or Event of Default is then continuing or would result therefrom; and
(h) dispositions resulting from any casualty or of Property (other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(ithan Collateral) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction Property is exchanged for credit against the direct purchase price of similar, replacement Property or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition the proceeds of such interest dispositions are applied to the extent purchase price of such reduction for purposes replacement Property, each within six (6) months of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);the initial disposition.
Appears in 2 contracts
Sources: Credit Agreement (Evraz North America PLC), Credit Agreement (Evraz North America LTD)
Disposition of Assets. No Group Member Except as otherwise permitted in Section 11.3, each of the Credit Parties will sell not, and will not permit any of their respective Subsidiaries to sell, lease, assign, transfer or otherwise dispose of any of their respective assets (including, including without limitation, limitation Capital Stock in any of the capital stock Subsidiaries or any of the voting rights of any Subsidiarysuch Capital Stock); provided, except forhowever, that the following dispositions shall be permitted so long as the Borrowers and their respective Subsidiaries, as applicable, receive full, fair and reasonable consideration at the time of such disposition at least equal to the fair market value of such asset being disposed:
(a) sales of inventory, fixtures and equipment in the ordinary course of business;
(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases inventory in the ordinary course of business of the Borrowers and their respective Subsidiaries;
(b) non-exclusive licenses of intellectual property and leases and licenses of other property by the Borrowers and their respective Subsidiaries to their respective customers in connection with providing products and services to such customers in the ordinary course of business of the Borrowers and their respective Subsidiaries.
(c) sales, transfers and other Persons not materially interfering with dispositions to the Borrowers or any of their respective wholly-owned Subsidiaries that are Subsidiary Guarantors;
(d) disposition of assets that are worn out, obsolete or no longer used or useful in the conduct of the business of Holdco or the Borrowers and their respective Subsidiaries in the Borrowers’ reasonable business judgment;
(e) disposition of up to six convenience stores during any Fiscal Year, the proceeds of its Subsidiarieswhich are applied to the Obligations;
(f) disposition of up to ten convenience stores during any Fiscal Year, in each case so long as no which are replaced by convenience stores of similar value within six (6) months after the disposition of such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect theretostores;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests disposition of any Subsidiary) convenience stores during any Fiscal Year which are not owned by any entity which is a party to the Security Agreement, which are not subject to a Lien created under the Loan Documents or which are subject to a Lien permitted by clauses (b), (c), (k), (nunder Section 11.2(g) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash considerationh);
(h) other asset dispositions resulting from any casualty or other insured damage to, or any taking under power which do not exceed $1,000,000 in the aggregate during the term of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;this Agreement; and
(i) salesdisposition of any of the convenience stores listed on Schedule 11.9, transfers and dispositions the proceeds of which must be applied by the Borrowers to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Alon Brands, Inc.), Credit Agreement (Alon USA Energy, Inc.)
Disposition of Assets. No Group Member will sell The Borrower shall not, and shall not suffer or permit any Material Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets property (includingincluding accounts and notes receivable, with or without limitationrecourse) or enter into any agreement to do any of the foregoing, the capital stock of any Subsidiary), except forexcept:
(a) sales dispositions of inventory, fixtures and or used, worn-out, obsolete or surplus equipment or other assets not practically usable in the business of the Borrower, all in the ordinary course of business;
(b) dispositions the sale of surplusequipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the futureproceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment;
(c) intercompany sales or other intercompany transfers dispositions of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with by the conduct of the business of Holdco Borrower or any of its Subsidiaries, in each case so long as no such grant would adversely affect Subsidiaries to the Borrower or any Collateral or the Agent’s rights or remedies with respect theretoother of its Subsidiaries pursuant to reasonable business requirements;
(gd) salesdispositions in connection with a sale/leaseback transaction involving real or personal property of the Borrower or its Subsidiaries; provided, transfers and that any such sale/leaseback transaction is otherwise permitted under this Agreement;
(e) dispositions of not otherwise permitted hereunder; provided, that (i) Investments (excluding Investments in at the Equity Interests time of any Subsidiary) permitted by clauses (b)disposition, (c)no Event of Default shall exist or shall result from such disposition, (k), (n) and (o) of Section 6.05 and (ii) other Investments the aggregate net book value of all assets so sold by the Borrower and its Subsidiaries, together, shall not exceed in any fiscal year an amount equal to 5% of Consolidated Total Assets of the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related theretoBorrower for such fiscal year; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;and
(hf) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);listed on Schedule 7.2.
Appears in 2 contracts
Sources: Credit Agreement (Storage Technology Corp), Credit Agreement (Storage Technology Corp)
Disposition of Assets. No Group Member The Borrower will sell not, and will not permit or cause any of its Subsidiaries to, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any assets (includingportion of its assets, without limitationbusiness or properties, or enter into any arrangement with any Person providing for the capital stock lease by the Borrower or any Subsidiary as lessee of any Subsidiary)asset that has been sold or transferred by the Borrower or such Subsidiary to such Person, or agree to do any of the foregoing, except for:
(ai) sales of inventory, fixtures and equipment Investments by the Insurance Subsidiaries in the ordinary course of business;
(bii) dispositions the sale or exchange of surplus, obsolete, negligible used or uneconomical assets including plants currently shut down or shut down in obsolete equipment to the future;
extent (cA) intercompany sales or other intercompany transfers the proceeds of assets among Group Members all of which such sale are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discountapplied towards, or otherwise dispose such equipment is exchanged for, similar replacement equipment or (B) such equipment is no longer necessary for the operations of accounts receivable in connection with the compromise Borrower or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign applicable Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business business;
(iii) the sale, lease or other disposition of assets by a Subsidiary of the Borrower to the Borrower or to another Wholly Owned Subsidiary, to the extent permitted by applicable Requirements of Law and each relevant Insurance Regulatory Authority, provided that (A) immediately after giving effect thereto, no Default or Event of Default would exist, (B) in no event shall the Borrower contribute, sell or otherwise transfer, or permit VFIC to issue or sell, any of the capital stock of VFIC to any other Persons Subsidiary, and (C) such sale or disposition would not materially interfering adversely affect the ability of any Insurance Subsidiary party thereto to pay dividends or otherwise make distributions to its parent;
(iv) the sale or other disposition of any Borrower Margin Stock to the extent the fair market value thereof exceeds 25% of the fair market value of the assets of the Borrower and its Subsidiaries (including Borrower Margin Stock), provided that fair value is received in exchange therefor; and
(v) the sale or disposition of assets outside the ordinary course of business, provided that (A) the net proceeds from any such sale or disposition do not exceed an amount equal to the least of the following: (1) 10% of the total assets of the Borrower and its Subsidiaries on a consolidated basis, (2) 10% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis, and (3) 10% of the total net earnings of the Borrower and its Subsidiaries on a consolidated basis, in each case as determined as of the date of the financial statements of the Borrower and its Subsidiaries most recently delivered under Section 5.1 prior to such time (or, with regard to determinations at any time prior to the initial delivery of financial statements under Section 5.1, as of the date of the most recent financial statements referred to in Section 4.11(a)), (B) immediately after giving effect thereto, the Borrower would be in compliance with the conduct provisions of Section 6.2, such compliance determined on a pro forma basis in accordance with Generally Accepted Accounting Principles as if such sale or disposition had been consummated on the last day of the business then most recently ended fiscal quarter, (C) immediately after giving effect thereto, no Default or Event of Holdco Default would exist, and (D) in no event shall the Borrower or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral Subsidiaries sell or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests otherwise dispose of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty capital stock or other insured damage to, ownership interests of VFIC or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Significant Subsidiary.
Appears in 2 contracts
Sources: Credit Agreement (Vesta Insurance Group Inc), Credit Agreement (Vesta Insurance Group Inc)
Disposition of Assets. No Group Member will sell Borrower agrees that it shall not, and shall cause its Subsidiaries to not, directly or indirectly enter into any agreement to sell, assign, farm-out, convey or otherwise dispose of transfer any assets (including, without limitation, Oil and Gas Property included in the capital stock of most recently delivered Reserve Report or any Subsidiary), other asset constituting Collateral except for:
for (a) sales the sale of inventory, fixtures and equipment hydrocarbons in the ordinary course of business;
; (b) dispositions farmouts of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down undeveloped acreage and assignments in the future;
connection with such farmouts; (c) intercompany sales the sale or transfer of equipment and other property that is obsolete or no longer necessary for the business of such Loan Party or is replaced by equipment of at least comparable value and use; (d) the sale or other intercompany transfers disposition (including casualty events) of assets among Group Members any Oil and Gas Property or any interest therein or any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as such value is reasonably determined by Borrower and certified in a certificate of a Responsible Officer of Borrower), (iii) if such sale or other disposition (whether individually or in the aggregate with all related sales and dispositions) during any period between two successive Scheduled Borrowing Base Determinations has a fair market value in excess of which are Loan Partiesone percent (1%) of the then effective Borrowing Base, none Borrow shall provide Administrative Agent ten (10) Business Days advance notice of which are Loan Partiessuch sale or disposition, from Group Members which are not Loan Parties to Group Members that are Loan Parties and (iv) if such sale or other intercompany transfers disposition results in an aggregate amount the Combined Disposition/Derivative Threshold being exceeded, the Borrowing Base shall be reduced,
(a) through (d) having a fair market value not to exceed $25,000,000 5,000,000 during any 12-month period; (f) Liens permitted by Section 8.01, Investments permitted by Section 8.04 and Restricted Payments permitted by Section 8.09; (g) sales and other dispositions of property from Group Members that are any Loan Parties Party to Group Members that are not another Loan Parties;
Party; and (dh) each sales or discounts of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of overdue accounts receivable in the ordinary course of business, in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any financing transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);.
Appears in 1 contract
Sources: Credit Agreement (Midstates Petroleum Company, Inc.)
Disposition of Assets. No Group Member will sell Sell, lease, transfer, convey or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets purchased or acquired with the proceeds of all or any assets (including, without limitation, the capital stock portion of any Subsidiary)Advance to any Person, or permit any of its Subsidiaries to do so, except for:
that, (ai) sales of inventoryany such Subsidiary may transfer such assets to any other such Subsidiary or to the Borrower, fixtures and equipment in the ordinary course of business;
(bii) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries any such Subsidiary may sell, discountlease, transfer, convey or otherwise dispose of accounts receivable all or substantially all of such assets to a Person other than the Borrower and its Subsidiaries (each a "Disposition"), (iii) any such Subsidiary may transfer its assets to any other Person in connection with a sale and leaseback financing entered into by such Subsidiary, and (iv) the compromise Borrower and any of its Subsidiaries may sell such assets in a cash transaction, provided, in the case of any transaction described in clause (ii), (iii) or collection (iv), the consideration (as hereinafter defined) received for such assets is at least equal to the fair value (as determined in good faith by the board of directors of the Borrower) thereof, and not as part of any transaction, the primary purpose of which (A) such consideration is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000reinvested, or the equivalent of such amountheld in cash or cash equivalents for reinvestment, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed in other energy-related projects owned or to be Indebtedness hereunder and shall not exceed owned by the total amount Borrower or any of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in (B) such consideration is applied immediately to the ordinary course payment or prepayment of business to other Persons not materially interfering with the conduct Debt of the business of Holdco Borrower or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, provided further in each case, that immediately after giving effect to any such salestransaction, transfer no Event of Default or dispositions are made for event that with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing. As used in this Section 5.02(a), the term "consideration" shall mean cash consideration or the fair value and for at least 80% of non-cash consideration;
consideration (has determined in good faith by the board of directors of the Borrower) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
less (i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct any provision for income or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated other taxes payable as a disposition result of such interest to the extent Disposition and (ii) all brokerage commissions and other fees and expenses incurred in respect of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Disposition.
Appears in 1 contract
Sources: Credit Agreement (Lg&e Energy Corp)
Disposition of Assets. No Group Member will sell Neither Borrower nor Quail Tools shall directly or indirectly, sell, lease, assign, transfer, or otherwise dispose of any assets (includingof its assets, without limitation, the capital stock including any deemed transfer as a result of any Subsidiary)a division of an Obligated Party, except for:
(a) sales dispositions of inventory, fixtures and equipment inventory in the ordinary course of business;
, (b) dispositions dispositions, for fair value, of surplusworn-out and obsolete equipment not necessary or useful to the conduct of business (the net proceeds of which shall be used to prepay the Loan to the extent required by Section 3.2(b)), obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales dispositions from any Obligated Party or any of its Subsidiaries to any other intercompany transfers of assets among Group Members all of which are Loan PartiesObligated Party, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each dispositions of Holdco cash and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable cash equivalents in connection with any transactiontransaction not prohibited under this Agreement, (e) the primary purpose write-off, discount, sale or other disposition of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, defaulted or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder past-due receivables and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases similar obligations in the ordinary course of business to other Persons and not materially interfering with the conduct undertaken as part of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
an accounts receivable financing transaction and (gf) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests assets outside of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between with a net book value not to exceed $5,000,000 over the parties to agreements related thereto; providedterm of this Agreement. Without limiting the foregoing, in each caseno Obligated Party shall, that such salesnor shall it permit any of its Subsidiaries to, transfer transfer, offer, issue, deliver, grant, sell, pledge, dispose of, or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from otherwise encumber any casualty shares of the equity or other insured damage tovoting interests of Quail Tools or any securities convertible into, or exchangeable for, or any taking under power of eminent domain options, warrants, calls, or by condemnation rights to acquire or similar proceeding ofreceive, any property such interests, or asset of securities or any Group Member stock appreciation rights, phantom stock awards, or its Subsidiaries;
(i) sales, transfers and dispositions any other similar rights that are linked in any way to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction price of the direct Equity Interests or indirect interest the value of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Quail Tools or any part thereof.
Appears in 1 contract
Sources: Seller Note and Security Agreement (Nabors Industries LTD)
Disposition of Assets. No Group Member will sell In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of any its property, assets (includingor business to another corporation and, without limitationpursuant to the terms of such reorganization, the capital reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any Subsidiarycash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), except for:
are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive, at the option of the Holder, (a) sales upon exercise of inventorythis <PAGE> Warrant, fixtures the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and equipment in Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the ordinary course number of business;
shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) dispositions cash equal to the value of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down this Warrant as determined in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection accordance with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount Black Scholes option pricing formula. In case of any such financing reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments nearly equivalent as practicable to the extent required by or made pursuant to customary buy/sell arrangements made adjustments provided for in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under this Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for 12. For purposes of this Section 6.06 12, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is permitted if not preferred as to dividends or assets over any other class of stock of such corporation and only if permitted by which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a clause specified date or the happening of a specified event and any warrants or other than rights to subscribe for or purchase any such stock. The foregoing provisions of this clause (i);Section 12 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.
Appears in 1 contract
Disposition of Assets. No Group Member will sell The Borrower shall not, and shall not suffer or permit any Material Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets property (includingincluding accounts and notes receivable, with or without limitationrecourse) or enter into any agreement to do any of the foregoing, the capital stock of any Subsidiary), except forexcept:
(a) sales dispositions of inventory, fixtures and or used, worn-out, obsolete or surplus equipment or other assets not practically usable in the business of the Borrower, all in the ordinary course of business;
(b) dispositions the sale of surplusequipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the futureproceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment;
(c) intercompany sales or other intercompany transfers dispositions of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with by the conduct of the business of Holdco Borrower or any of its Subsidiaries to the Borrower or any other of its Subsidiaries pursuant to reasonable business requirements;
(d) dispositions of Permitted Receivables (including software, books and records related to Permitted Receivables) pursuant to the Permitted Receivables Purchase Facility;
(e) dispositions in connection with a sale/leaseback transaction involving real or personal property of the Borrower or its Subsidiaries; provided, that any such sale/leaseback transaction is otherwise permitted under this Agreement;
(f) dispositions not otherwise permitted hereunder; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (ii) the aggregate net book value of all assets so sold by the Borrower and its Subsidiaries, together, shall not exceed in each case so long as no any fiscal year an amount equal to 5% of Consolidated Total Assets of the Borrower for such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;fiscal year; and
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);listed on Schedule 8.2.
Appears in 1 contract
Disposition of Assets. No Group Member will sell Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets Property (including, without limitation, including the capital stock Equity Interests of any Subsidiary)Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement (except forto the extent such agreement is conditioned on obtaining any required consent or amendment hereunder) to do any of the foregoing, except:
(a) sales to any Person of inventory, fixtures and equipment or worn out or surplus equipment, all in the ordinary course of business;
(b) any of the following, subject to Section 6.17 hereof:
(i) dispositions by any Subsidiary that is not a Loan Party to the Borrower or any other Subsidiary;
(ii) dispositions by any Loan Party to any other Loan Party; and
(iii) dispositions of surplus, obsolete, negligible any Property that does not constitute ABL Priority Collateral (other than cash or uneconomical assets including plants currently shut down or shut down in the futureCash Equivalents and intercompany notes) by any Loan Party to any Subsidiary that is not a Loan Party;
(c) intercompany sales in a transaction authorized by Section 6.03 or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan PartiesSection 6.04;
(d) each the sale of Holdco and its Subsidiaries may sell, discount, payment obligations owing to any Subsidiary of the Borrower that is not a Loan Party under sale or otherwise dispose of accounts receivable service contracts in connection with the compromise or collection thereof, and not as part limited recourse third party financing of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiariessuch contracts consistent with prudent business practices;
(e) each Foreign Subsidiary may sellother sales, discount or otherwise dispose assignments, leases, conveyances, transfers and other dispositions of accounts receivable in connection with any transaction, assets after the primary purpose of which is to provide financing for such Foreign Subsidiary, Effective Date; provided that the aggregate amount book value of all such financings assets so sold, leased, conveyed, transferred or disposed of shall not exceed a principal amount (x) in any Fiscal Year, 7.5% of €65,000,000the Consolidated Assets or (y) in all such transactions occurring after the Effective Date, or 15% of the equivalent Consolidated Assets, with the Consolidated Assets being determined, for the purpose of such amountapplying the foregoing percentage test, at any one time outstandingbased on the financial statements most recently delivered pursuant to Section 5.01 (or, if prior to the date of delivery of the first financial statements to be delivered pursuant to Section 5.01, the most recent financial statements referred to in Section 3.11(a)); provided, further, that (i) at the amount time of any disposition, (x) no Default or Event of Default shall exist or shall result from such financing shall be deemed disposition and (y) after giving pro forma effect to be Indebtedness hereunder (1) any disposition of Accounts included as part of such disposition and shall (2) any repayment of Loans substantially concurrent with such disposition, the Aggregate Revolving Exposure would not exceed the total amount Borrowing Base, (ii) the Loan Parties were in compliance with the covenants set forth in Section 6.18 as of Indebtedness permitted the end of the most recent Fiscal Quarter for which financial statements have been delivered hereunder (regardless of whether any such covenant is required to be incurred tested as of such date pursuant to Section 6.03(g6.18), computed on a pro forma basis, and (iii) any such sales, assignments, leases, conveyances, transfers and other dispositions shall be made for Fair Market Value and, during any period during which the Administrative Agent shall be exercising its right to cash dominion pursuant to Section 5.11, for at least 75% Cash Consideration;
(f) each sales, assignments, leases, conveyances, transfers or other dispositions of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;assets by Specified JVs; and
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 Permitted Sales-Type Lease Transactions and (ii) other Investments assignments of STL Related Accounts in connection with any Permitted Sales-Type Lease Transaction to a Qualified Trustee pursuant to a Qualified Trust Arrangement, so long as (A) the interest of the Loan Parties in such STL Related Accounts remains subject to the extent required by or made pursuant to customary buy/sell arrangements made security interest of the Administrative Agent under the Collateral Documents, (B) such STL Related Accounts are not included in the ordinary course calculation of business between the parties Borrowing Base, (C) the Borrower has determined in its commercially reasonable discretion that it is not practicable to agreements related thereto; provided, consummate such Permitted Sales-Type Transaction without the assignment of such STL Related Accounts and (D) the purchaser in each case, connection with such Permitted Sales-Type Lease Transaction has entered into an agreement in form and substance reasonably acceptable to the Administrative Agent which includes provisions to the effect that such sales, transfer or dispositions are made for fair value and for at least 80% cash considerationpurchaser recognizes the Administrative Agent’s security interest in such STL Related Accounts;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or Sale and Leaseback Transactions permitted by condemnation or similar proceeding of, any property or asset of any Group Member or its SubsidiariesSection 6.15;
(i) salesthe sale, transfers and dispositions transfer or disposition to the extent necessary to effect a transaction customers of products, buildings, properties, systems, infrastructure or other assets constructed, developed or otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct acquired for or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition on behalf of such interest to the extent customers; and
(j) dispositions of such reduction cash and Cash Equivalents as consideration for purposes of goods and services, expenses (including compensation expense) or other transactions permitted under, or not prohibited by, this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Agreement.
Appears in 1 contract
Sources: Credit Agreement (Unisys Corp)
Disposition of Assets. No Group Member will sell Sell, lease, license, transfer or otherwise dispose of any assets (including, without limitation, the capital stock of asset or any Subsidiary)interest therein, except for:
that this Section 4.10 shall not apply to (a) sales any disposition of inventory, fixtures and equipment any asset or any interest therein in the ordinary course of business;
, (b) dispositions any disposition of surplusany obsolete or retired property not used or useful in its business, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales any disposition of any asset or other intercompany transfers of assets among Group Members all of which are Loan Partiesany interest therein by the Borrower or any Guarantor to the Borrower or any Guarantor, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each any disposition (i) of Holdco all of the issued and its outstanding Capital Securities owned by the Borrower and the Consolidated Subsidiaries may sell, discountof a Consolidated Subsidiary, or otherwise dispose (ii) all of accounts receivable the Borrower and the Consolidated Subsidiaries' interest in connection the assets constituting a Business Unit of any Person, for cash in an amount not less than the fair market value thereof, as determined in good faith by the board of directors of the Borrower or the applicable Consolidated Subsidiary, so long as (i) the EBITDA Percentage of such Consolidated Subsidiary or Business Units so sold, together with the compromise or collection thereof, EBITDA Percentages of all such Consolidated Subsidiaries and Business Units so sold (A) within the prior twelve calendar month period does not as part of any transaction, exceed 20% and (B) after the primary purpose of which is to provide financing for Holdco Agreement Date does not exceed 40% and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of transaction to which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business other provisions of Holdco or any of this Agreement (other than Section 4.13) is by its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related theretoexpress terms inapplicable; provided, in each case, that no Default or Event of Default shall exist -------- immediately prior to or after such salesdisposition. For this purpose, transfer or dispositions are made for "fair market value" of an asset means the fair market value and for of such asset at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power the time of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to asset as reasonably determined by, if the extent Person disposing of such reduction for purposes asset is a corporation, its board of this Section 6.06 which directors, if such Person is permitted a partnership, its general partner or partners, and, if and only if permitted by such person is a clause other than this clause (i);limited liability company, its managing directors.
Appears in 1 contract
Disposition of Assets. No Group Member The Borrower will sell not, and will not permit or cause any of its Subsidiaries to, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any assets portion of its assets, business or properties (including, without limitation, the capital stock any Capital Stock of any Subsidiaryof its Subsidiaries), or agree to do any of the foregoing, except for:
(ai) sales sales, transfers, leases, licenses or other dispositions of inventory, fixtures materials and equipment other property and assets (including intellectual property), in each case in the ordinary course of business;
(bii) dispositions the sale, exchange or other disposition of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down Cash Equivalents in the futureordinary course of business;
(ciii) intercompany sales the sale, lease or other intercompany transfers disposition of assets among Group Members all by the Borrower or any Subsidiary of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties the Borrower to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not the Borrower or to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
a Domestic Subsidiary Guarantor (d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of by any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such another Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed no Foreign Subsidiary that is a principal amount of €65,000,000Subsidiary Guarantor may sell, lease or the equivalent of such amount, at any one time outstanding; provided, further, that the amount otherwise dispose of any such financing shall be deemed assets to be Indebtedness hereunder and shall a Foreign Subsidiary that is not exceed the total amount of Indebtedness permitted to be incurred a Subsidiary Guarantor pursuant to Section 6.03(gthis clause (iii);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries), in each case so long as no such grant Event of Default shall have occurred and be continuing or would adversely affect any Collateral or the Agent’s rights or remedies with respect theretoresult therefrom;
(giv) salesthe sale, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) exchange or other Investments to the extent required by or made pursuant to customary buy/sell arrangements made disposition in the ordinary course of business between of equipment or other capital assets no longer used or useful in the parties to agreements related thereto; provided, in each case, that such sales, transfer business of the Borrower and its Subsidiaries;
(v) the sale or dispositions are made disposition of assets (other than the Capital Stock of Subsidiaries) outside the ordinary course of business for fair value and for at least 80% cash consideration;cash, provided that (x) the aggregate amount of Net Cash Proceeds from all such sales or dispositions that are consummated during any Reference Period shall not exceed $2,000,000 (and the aggregate amount of Net Cash Proceeds from all such sales or dispositions that are consummated by Foreign Subsidiaries during any Reference Period shall not exceed $1,000,000), (y) if such sale or disposition shall be an “Asset Disposition” hereunder, such Net Cash Proceeds shall be reinvested or applied to the prepayment of the Loans in accordance with the provisions of Section 2.6(g), and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and
(hvi) dispositions resulting from any casualty merger, consolidation or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise expressly permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);8.1.
Appears in 1 contract
Disposition of Assets. No Group Member will sell Sell, lease, license, transfer or otherwise dispose of any assets (including, without limitation, the capital stock of asset or any Subsidiary)interest therein, except for:
that this Section 4.11 shall not apply to (a) sales any disposition of inventory, fixtures and equipment any asset or any interest therein in the ordinary course of business;
, (b) dispositions any disposition of surplusany obsolete or retired property not used or useful in its business, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales any disposition of any asset or other intercompany transfers of assets among Group Members all of which are Loan Partiesany interest therein to the Borrower or a Subsidiary that is a Guarantor, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each any transaction to which any of Holdco and the other provisions of this Agreement (other than Section 4.15) is by its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereofexpress terms inapplicable, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sellany other disposition, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no Default shall have occurred and be continuing immediately prior or after giving effect to such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;disposition and
(i) salessuch disposition is a sale to any Person for cash in an amount not less than the fair market value of the assets sold net of the liabilities assumed, transfers as determined in the good faith judgment of the Board of Directors of the Borrower or the applicable Subsidiary, and dispositions (A) the Cash Flow Percentage attributable to such assets (including the extent necessary portion of assets exchanged, as provided in clause (ii) below, to effect a transaction otherwise permitted under Section 6.02; provided that which the cash component, if in connection any, of any such exchange is attributable), together with such transaction the direct or indirect interest Cash Flow Percentage of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest all other assets sold by the Borrower and its Subsidiaries pursuant to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);, or exchanged by the Borrower and its Subsidiaries pursuant to clause (ii) below, within the prior four fiscal quarters of the Borrower, does not exceed 15% and (B) the Cash Flow Percentage attributable to such assets, together with the Cash Flow Percentage (determined, with respect to prior sales, at the time of each such sale) of all assets sold by the Borrower and its Subsidiaries pursuant to this clause (i), and exchanged by the Borrower and its Subsidiaries pursuant to clause (ii) below, since the Agreement Date does not exceed 30%, and (C) the Borrower shall have furnished to the Banks, not later than the fifth Business Day preceding the date of any such disposition wherein the sale price is greater than $5,000,000, a certificate of the president or chief financial officer of the Borrower stating that (1) each Loan Document Representation and Warranty is true and correct in all material respects both immediately before and after giving effect to such disposition and (2) no Default shall have occurred and be continuing both immediately before and after giving effect to such disposition, and no Default shall have occurred and be continuing, including under Sections 4.22 through 4.26, after giving pro forma effect to such disposition, or
(ii) such disposition is an exchange, with any Person, of assets exchanged by the Borrower or applicable Subsidiary comprising one or more newspaper publishing properties or the stock of a Person owning such property or properties for assets comprising one or more other newspaper publishing properties of a similar nature and of equal or greater value, as determined in the good faith judgment of the Board of Directors of the Borrower or the applicable Subsidiary, and (A) the Cash Flow Percentage attributable to such assets exchanged by the Borrower or applicable Subsidiary, together with the Cash Flow Percentage attributable to all other assets exchanged by the Borrower and its Subsidiaries pursuant to this clause (ii), or sold by the Borrower and its Subsidiaries pursuant to clause (i) above, within the prior four fiscal quarters of the Borrower, does not exceed 15%, (B) the Cash Flow Percentage attributable to such assets, together with the Cash Flow Percentage (determined, with respect to prior exchanges, at the time of each such exchange) attributable to all other assets exchanged by the Borrower and its Subsidiaries pursuant to this clause (ii), and exchanged by the Borrower and its Subsidiaries pursuant to clause (i) above, since the Agreement Date, does not exceed 30%, and (C) the Borrower shall have furnished to the Banks, not later than the fifth Business Day preceding the date of any such exchange wherein the fair market value of the assets received in exchange is greater than $5,000,000, a certificate of the president or chief financial officer of the Borrower stating that (1) each Loan Document Representation and Warranty is true and correct in all material respects both immediately before and after giving effect to such disposition, (2) no Default shall have occurred and be continuing both immediately before and after giving effect to such disposition, and no Default shall have occurred and be continuing, including under Sections 4.22 through 4.26, after giving pro forma effect to such disposition and (3) he value of the assets received by the Borrower or applicable Subsidiary in such exchange is not less than the fair market value of the assets disposed by the Borrower or such Subsidiary in such exchange.
Appears in 1 contract
Disposition of Assets. No Group Member will sell Sell, lease or otherwise dispose of any assets (including--------------------- of, without limitationor permit any Subsidiary to sell, the capital stock lease or otherwise dispose of any Subsidiary)of, its Properties, including any disposition of Property as part of a sale and leaseback transaction, to or in favor of any Person, except for:
(ai) sales of inventory, fixtures and equipment Inventory in the ordinary course of business;
(bii) transfers of Property by a Borrower or a Subsidiary to a Borrower or a Domestic Subsidiary that is also a Guarantor;
(iii) transfers of Property by a Foreign Subsidiary to another Foreign Subsidiary whose Securities are subject to a Pledge Agreement;
(iv) dispositions of surplusinvestments described in paragraphs (v), obsolete(vi), negligible or uneconomical assets including plants currently shut down or shut down in (vii) and (viii) of the futuredefinition of the term "Restricted Investments";
(cv) intercompany sales sales, leases or other intercompany transfers dispositions of Equipment or other fixed assets among Group Members all with a fair market value of which are Loan Partiesup to $750,000 in the aggregate in any one calendar year, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties substantially worn, damaged or obsolete and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are replaced with Equipment or other fixed assets of like kind, function and value; provided, that (i) until so -------- replaced, the proceeds of each such disposition shall be applied against the Revolving Credit Loans (but shall not permanently reduce the Revolving Loan Parties Commitments), (ii) a Rebuild Reserve shall be established in the amount thereof, until such time as such amounts are to Group Members be used by Borrowers to replace the Property sold, (iii) the replacement Property shall be acquired within 180 days after the disposition of the Property to be replaced and (iv) the replacement Property shall be free and clear of Liens other than Permitted Liens that are not Loan PartiesPurchase Money Liens; and provided further, that any such -------- ------- amount that it is not timely used to purchase replacement Property as provided herein shall be applied to the Obligations as provided in the second sentence of subsection 3.3.1;
(dvi) sales, leases and other dispositions of Property with a fair market value of up to $750,000 in the aggregate in any one calendar year, so long as (a) no Default or Event of Default is then in existence or would result from such transaction and (b) the proceeds thereof are applied to the Obligations in accordance with subsection 3.3.1;
(vii) sales, leases and other dispositions of Property with a fair market value of greater than $750,000 in the aggregate in any one calendar year, but less than or equal to $3,000,000 in the aggregate in any one calendar year, so long as (a) no Default or Event of Default is then in existence or would result from such transaction, (b) the proceeds thereof are applied to the Obligations in accordance with subsection 3.3.1 and (c) each of Holdco the Agent and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable Tranche B Agent has consented in connection with the compromise or collection thereof, and not as part of any writing to such transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;; and
(eviii) each Foreign Subsidiary may sellsales, discount or otherwise dispose leases and other dispositions of accounts receivable Property with a fair market value in connection with any transaction, the primary purpose excess of which is to provide financing for such Foreign Subsidiary, provided that $3,000,000 in the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at in any one time outstanding; providedcalendar year, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as (a) no Default or Event of Default is then in existence or would result from such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) salestransaction, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), ) the proceeds thereof are applied to the Obligations in accordance with subsection 3.3.1 and (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments each Lender has consented in writing to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);transaction.
Appears in 1 contract
Sources: Loan and Security Agreement (Falcon Products Inc /De/)
Disposition of Assets. No Group Member will Sell or otherwise dispose of, or permit any of its Material Subsidiaries to sell or otherwise dispose of of, any assets (including, without limitation, the capital stock of any Subsidiary), ) except for:
for (ai) proposed divestitures publicly disclosed as of the Effective Date or otherwise disclosed to the Administrative Agent and the Lenders prior to the Effective Date; (ii) (x) sales of inventory, fixtures and equipment inventory or obsolete or worn-out property by the Borrower or any of its Subsidiaries in the ordinary course of business;
, (by) dispositions of surplussales, obsolete, negligible leases or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all property by the Borrower or any of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, to the Borrower or otherwise dispose of accounts receivable a Subsidiary or to a third party in connection with the compromise asset value recovery program to be established with GOIndustries, or collection thereof(z) sales by Non-Loan Parties of property no longer used or useful; (iii) the sale, and not as part lease, transfer or other disposition of any transactionassets (A) by any Loan Party to any other Loan Party, (B) by any Non-Loan Party to any Loan Party or (C) by any Non-Loan Party to any other Non-Loan Party; (iv) sales, transfers or other dispositions of assets in connection with the primary purpose Tooling Program; (v) the transfer by any US Loan Party of which is certain machinery, equipment and inventory to provide financing for Holdco and S▇▇▇▇▇ ▇.▇. or any of its Subsidiaries;
Subsidiaries so long as the aggregate value of all such assets transferred does not exceed $50,000,000; (evi) each Foreign Subsidiary may sellany sale, discount lease, transfer or otherwise dispose of accounts receivable other disposition made in connection with any transactionInvestment permitted under Sections 5.02(g)(ii), the primary purpose of which is to provide financing for such Foreign Subsidiary(v), provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, (vi) or the equivalent of such amount, at any one time outstanding(ix) hereof; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(fvii) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases sublicenses or subleases similar transactions of intellectual property in the ordinary course of business and the abandonment of intellectual property deemed no longer useful; (viii) equity issuances by any subsidiary to other Persons not materially interfering with the conduct of the business of Holdco Borrower or any other subsidiary to the extent such equity issuance constitutes an Investment permitted pursuant to Section 5.02(g)(iv); (ix) transfers of its Subsidiariesreceivables and receivables related assets or any interest therein by any Foreign Subsidiary in connection with any factoring or similar arrangement, in each case subject to compliance with Section 5.02(b)(vi); (x) other sales, leases, transfers or dispositions of assets for fair value at the time of such sale (as reasonably determined by Borrower) so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(gA) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests case of any Subsidiary) permitted by clauses (b)sale or other disposition, not less than 75% of the consideration is cash, (c)B) no Default or Event of Default exists immediately before or after giving effect to any such sale, (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such saleslease, transfer or dispositions are made for other disposition, and (C) in the case of any sale, lease transfer or other disposition by any Loan Party, the fair value and for at least 80% cash consideration;
(h) dispositions resulting from of all such assets sold, leased, transferred or otherwise disposed of in any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions fiscal year does not exceed an amount equal to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);$25,000,000.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Dana Corp)
Disposition of Assets. No Group Member will sell In case the Company shall reorganize its capital, ----------------------- reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any assets cash, shares of stock or other securities or property of any nature whatsoever (includingincluding warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), without limitationare to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the capital number of shares of common stock of any Subsidiary)the successor or acquiring corporation or of the Company, except for:
(a) sales if it is the surviving corporation, and Other Property receivable upon or as a result of inventorysuch reorganization, fixtures and equipment in the ordinary course of business;
(b) dispositions of surplusreclassification, obsoletemerger, negligible consolidation or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers disposition of assets among Group Members all by a holder of the number of shares of Common Stock for which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties this Warrant is exercisable immediately prior to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount event. In case of any such financing reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments nearly equivalent as practicable to the extent required by or made pursuant to customary buy/sell arrangements made adjustments provided for in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under this Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for 13. For purposes of this Section 6.06 13, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is permitted if not preferred as to dividends or assets over any other class of stock of such corporation and only if permitted by which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a clause specified date or the happening of a specified event and any warrants or other than rights to subscribe for or purchase any such stock. The foregoing provisions of this clause (i);Section 13 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.
Appears in 1 contract
Disposition of Assets. No Group Member The Borrower will sell not, and will not permit or cause any of its Restricted Subsidiaries to, sell, assign, lease, convey, transfer or otherwise dispose (“Disposition” or “Dispose”) of (whether in one or a series of transactions), with a fair market value in excess of $12,500,000, all or any assets portion of its assets, business or properties (including, without limitation, the capital stock any issuance or sale of Capital Stock of any SubsidiaryRestricted Subsidiary of the Borrower to any Person other than the Borrower or any of its Restricted Subsidiaries), or enter into any arrangement with any Person providing for the lease by the Borrower or any of its Restricted Subsidiaries as lessee of any asset that has been sold or transferred by the Borrower or such Restricted Subsidiary to such Person, except for:
(a) sales Disposition of inventory, fixtures goods held for sale and equipment other assets and licenses or leases of intellectual property (including on an intercompany basis), in each case in the ordinary course of business;
(b) dispositions the Disposition of surplusused, obsolete, negligible damaged, worn-out or uneconomical assets including plants currently shut down surplus equipment, or shut down property no longer useful in the futureconduct of the business or otherwise economically impracticable to maintain, whether now owned or hereafter acquired, in the ordinary course of business;
(c) intercompany sales Dispositions (including of Capital Stock) among the Borrower and/or any Restricted Subsidiary (upon voluntary liquidation or other intercompany transfers otherwise); provided that any such Disposition by a Credit Party to a Person that is a Non-Credit Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of assets among Group Members all the consideration for such Disposition consists of which are Loan Parties, none Cash or Cash Equivalents at the time of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties such Disposition or (ii) treated as an Investment and other intercompany transfers otherwise made in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Partiescompliance with Section 8.05;
(d) each of Holdco and its Subsidiaries may sell, discount, any transaction permitted under Section 8.01 or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries8.06;
(e) each Foreign Subsidiary may sell, discount the settlement or otherwise dispose write-off of accounts receivable or sale of overdue accounts receivable (including any discount or forgiveness thereof) for collection in the ordinary course of business;
(f) the Disposition of non-core or non-strategic assets acquired in connection with a Permitted Acquisition or similar investment; provided that (x) to the extent required by Section 2.06(f), such Net Cash Proceeds from any transactionsuch sale are reinvested or applied in prepayment of the Loans in accordance with the provisions of Section 2.06(f), (y) immediately after giving effect thereto, no Event of Default would exist and (z) the primary purpose fair market value of which is such non-core or non-strategic assets so Disposed shall not exceed 25% of the purchase price paid for all such assets acquired in such Permitted Acquisition;
(g) the Disposition of Cash or Cash Equivalents in the ordinary course of business;
(h) any Disposition of Realty to provide financing for a Governmental Authority as a result of eminent domain, casualty, foreclosure or condemnation of such Foreign Subsidiary, Realty; provided that the Net Cash Proceeds from any such Disposition are subject to the provisions of Section 2.06(e);
(i) the Disposition of other assets outside the ordinary course of business for fair market value; provided that with respect to any such Disposition (in a single transaction or in a series of related transactions) with a purchase price in an aggregate amount in excess of all $12,500,000, at least 75.0% of the consideration for such financings Disposition shall not exceed a principal consist of Cash or Cash Equivalents (provided that for purposes of the 75.0% Cash consideration requirement, (w) the amount of €65,000,000any Indebtedness or other liabilities (other than Indebtedness or other liabilities (I) that are subordinated to the Obligations, (II) that are unsecured or secured by Liens that are expressly junior to the equivalent Liens securing the Secured Obligations or (III) that are owed to Holdings, the Borrower or a Restricted Subsidiary) of the Borrower or any applicable Restricted Subsidiary (as shown on such Person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets and for which Holdings, the Borrower and its Restricted Subsidiaries shall have been validly released by all relevant creditors in writing), (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any securities received by the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of such amountDisposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is at any one that time outstanding, not in excess of $15,000,000 as of the last day of the most recently ended Test Period shall be deemed to be Cash; provided, further, that (i) no Event of Default exists on the amount date on which the agreement governing such Disposition is executed or would result after giving effect to the consummation thereof and (ii) the Net Cash Proceeds of any such financing Disposition shall be deemed applied and/or reinvested as (and to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to extent) required by Section 6.03(g2.06(f);
(fj) each to the extent constituting or resulting in a Disposition of Holdco assets by the Borrower or any of its Restricted Subsidiaries, Investments permitted by Section 8.05, Permitted Liens and its Subsidiaries may grant licensesSale and Lease-Back Transactions permitted by Section 8.14;
(k) the termination of a lease due to the default of the landlord thereunder or pursuant to any right of termination of the tenant under the lease;
(l) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such similar replacement property;
(m) the lease or sub-lease of any real property not used or necessary in the operations of the Borrower or any Restricted Subsidiary, sublicenses, leases and the termination or subleases non-renewal of any real property lease not used or necessary to the operations of the Borrower or any Restricted Subsidiary;
(n) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower, are not material to other Persons not materially interfering with the conduct of the business of Holdco or any of the Borrower and its Subsidiaries, taken as a whole;
(o) Dispositions of Investments in each case joint ventures or any Restricted Subsidiaries that are not Wholly Owned Subsidiaries to the extent required by, or made pursuant to, buy/sell arrangements between joint venture or similar parties set forth in the relevant joint venture arrangements and/or similar binding arrangements;
(p) Dispositions or consignments of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed;
(q) Dispositions in connection with the termination or unwinding of Derivative Transactions;
(r) Dispositions of Capital Stock or Indebtedness of Unrestricted Subsidiaries;
(s) Dispositions in connection with the Transactions;
(t) exchanges or swaps, including transactions covered by Section 1031 of the Code (or any comparable provision of any foreign jurisdiction), of property or assets so long as no such grant would adversely affect any Collateral the exchange or swap is made for fair value (as reasonably determined by the Agent’s rights Borrower) for like property or remedies with respect thereto;
(g) sales, transfers and dispositions of assets; provided that (i) Investments (excluding Investments within 90 days of any such exchange or swap, in the Equity Interests case of any Subsidiary) permitted by clauses (b)Credit Party and to the extent such property does not constitute an Excluded Asset, (c), (k), (n) and (o) of Section 6.05 the Administrative Agent has a perfected Lien having the same priority as any Lien held on the Realty so exchanged or swapped and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% any Net Cash Proceeds received as a “cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if boot” in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, any such transaction shall be treated applied and/or reinvested as (and to the extent) required by Section 2.06(f);
(u) any merger, consolidation, Disposition or conveyance, the sole purpose and effect of which is to reincorporate or reorganize (i) any Domestic Subsidiary in another jurisdiction in the U.S. or (ii) any Foreign Subsidiary in the U.S. or any other jurisdiction; provided, that any Credit Party involved in such transaction does not become an Excluded Subsidiary as a disposition result of such interest to the extent transaction and any Restricted Subsidiary does not become an Unrestricted Subsidiary as a result of such reduction for purposes transaction unless the designation of this Section 6.06 which such Restricted Subsidiary as an Unrestricted Subsidiary is permitted if under Section 8.05 at such time;
(v) the sale or Disposition of Capital Stock to qualify directors where required by applicable law or to satisfy Requirements of Law with respect to ownership of the Capital Stock;
(w) Dispositions in connection with the ▇▇▇▇▇▇▇ Sale;
(x) Dispositions of accounts receivable and only if permitted related assets of Foreign Subsidiaries pursuant to any Foreign Factoring Arrangement; and
(y) other Dispositions involving assets having a fair market value (as reasonably determined by a clause other the Borrower at the time of the relevant Disposition) in the aggregate of not more than this clause (i);the greater of $20,000,000 and 0.75% of Consolidated Total Assets as of the last day of the most recently ended Test Period.
Appears in 1 contract
Sources: Credit Agreement (Metaldyne Performance Group Inc.)
Disposition of Assets. No Group Member The Borrower will sell not, and will not permit any of its Subsidiaries to, become a party to or otherwise dispose agree to or effect any disposition or swap of assets, including Capital Stock of any assets Subsidiary (including, without limitation, the capital stock whether by means of any Subsidiarya public or private offering or otherwise), except for:
other than (ai) sales the sale of inventory, fixtures and equipment (ii) the licensing of intellectual property, (iii) the disposition of obsolete assets, in the ordinary course of business;
(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases case in the ordinary course of business to other Persons not materially interfering consistent with past practices, (iv) the sale of receivables in connection with the conduct business operations of such Person relating thereto or disposition of defaulted receivables for collection and not as a financing arrangement, and (v) Asset Sales or Asset Swaps not described in clauses (i) through (iv) above; provided that in the case of each such Asset Sale or Asset Swap, (1) no Default or Event of Default has occurred and is continuing or would result on a Pro Forma Basis from such Asset Sale or Asset Swap, (2) in the case of an Asset Sale, either (x) at least seventy-five percent (75%) of the business consideration received by the Borrower or such Subsidiary in connection with any such Asset Sale is in the form of Holdco cash and is received upon consummation of such Asset Sale (provided that (A) Investments permitted hereunder and converted to cash within thirty (30) days and (B) any Indebtedness secured by the assets sold and assumed by the buyer shall be treated as cash proceeds for purposes of calculating compliance with the seventy-five percent (75%) requirement set forth in this clause (2) but not for purposes of calculating Net Cash Sale Proceeds), or (y) such disposition constitutes a permitted Investment pursuant to §10.3(j), (3) each such Asset Sale or Asset Swap is consummated on an arm’s length basis for fair consideration, (4) the Borrower applies the Net Cash Sale Proceeds received by the Borrower or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if Subsidiaries in connection with such transaction Asset Sale or Asset Swap in accordance with §4.2, (5) contemporaneously with such Asset Sale or Asset Swap, the direct Borrower shall have delivered to the Administrative Agent an updated Schedule 8.3(b) and/or Schedule 8.21, as applicable, after giving effect to such Asset Sale or indirect interest Asset Swap, and (6) in the case of Holdco an Asset Swap, the Borrower or such Subsidiary has complied with the provisions of §10.5.1(b)(iii) with respect to the assets acquired in such Asset Swap. Notwithstanding the foregoing, the Borrower or any Subsidiary shall not be required to comply with any of the conditions described in clauses (2) and (3) of this §10.5.2 in connection with any transfer of certain assets used in connection with the Borrower’s Hawaiian operations into a Group Member is reduced, trust for FCC regulatory purposes or the subsequent sale or disposal by such transaction shall be treated as a disposition trust of such interest to assets, so long as the extent Borrower applies the Net Cash Sale Proceeds received by the Borrower or any of its Subsidiaries in connection with any such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Asset Sale in accordance with §4.2.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Emmis Operating Co)
Disposition of Assets. No Group Member will sell Sell, assign, lease, consign or otherwise dispose of any assets of its Properties (includingincluding any Equity Interests) or any interest therein, without limitationincluding any disposition of Property as part of a sale and leaseback transaction, the capital stock to or in favor of any Subsidiary)Person, except for:
(ai) sales of inventory, fixtures and equipment Inventory by Remington or any Subsidiary (other than Brands or Factors) in the ordinary course Ordinary Course of business;
Business of Remington or such Subsidiary unless an Event of Default exists hereunder and Agent in writing has demanded surrender of possession of such Inventory or otherwise required that no further disposition of such Inventory be made, (bii) dispositions of surplusEquipment to the extent authorized by Section 8.4.2 hereof, obsolete(iii) a transfer of Property by a Subsidiary of a Borrower to such Borrower or to another Wholly-Owned Subsidiary that is a Guarantor or by a Foreign Subsidiary to another Foreign Subsidiary of such Borrower (except that neither Brands nor Factors shall sell or otherwise transfer any of their assets to a Person other than Remington), negligible (iv) the abandonment or uneconomical assets including plants currently shut down other disposition of patents, trademarks or shut down other Intellectual Property that are, in the future;
(c) intercompany sales reasonable judgment of Borrowers no longer economically practicable to maintain or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers useful in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco Borrowers or any of its their Subsidiaries, in each case so long as no such grant would adversely affect (v) other dispositions expressly permitted by other provisions of the Credit Documents, (vi) other dispositions by Remington of any Collateral or the Agent’s rights or remedies with respect thereto;
Property (g) sales, transfers and dispositions of (i) Investments (excluding Investments in the other than Equity Interests in Brands and Factors and any rights of Remington under License Agreements) provided that the fair market value of all such Properties disposed of by Remington in any Subsidiary) permitted by clauses (b)Fiscal Year does not exceed, in aggregate, $2,500,000, and provided that, at the time of each such disposition and after giving effect thereto, no Event of Default or Out- of-Formula Condition exists, (c), (k), (nvii) sales of Accounts by Remington to Factors pursuant to the Factoring Documents and (oviii) licenses of Section 6.05 and (ii) other Investments Intellectual Property by Brands to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Remington.
Appears in 1 contract
Disposition of Assets. No Group Member will sell Sell, lease, license, transfer or otherwise dispose of any assets (including, without limitation, the capital stock of asset or any Subsidiary)interest therein, except for:
that this Section 4.10 shall not apply to (a) sales any disposition of inventory, fixtures and equipment any asset or any interest therein in the ordinary course of business;
, (b) dispositions any disposition of surplusany obsolete or retired property not used or useful in its business, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales any disposition (other than a disposition of any of the Acquired Assets by the Borrower) of any asset or other intercompany transfers of assets among Group Members all of which are Loan Partiesany interest therein to the Borrower or a Wholly Owned Subsidiary, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each any transaction to which any of Holdco and the other provisions of this Agreement (other than Section 4.16) is by its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereofexpress terms inapplicable, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sellany other disposition, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no Default shall have occurred and be continuing immediately prior or after giving effect to such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;disposition and
(i) salessuch disposition is a sale to any Person for cash in an amount not less than the fair market value of the assets sold net of the liabilities assumed, transfers as determined in the good faith judgment of the Board of Directors of the Borrower or the applicable Subsidiary, and dispositions (A) the Cash Flow Percentage attributable to such assets (including the extent necessary portion of assets exchanged, as provided in clause (ii) below, to effect a transaction otherwise permitted under Section 6.02; provided that which the cash component, if in connection any, of any such exchange is attributable), together with such transaction the direct or indirect interest Cash Flow Percentage of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest all other assets sold by the Borrower and its Subsidiaries pursuant to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);, or exchanged by the Borrower and its Subsidiaries pursuant to clause (ii) below, within the prior four fiscal quarters of the Borrower, does not exceed 15% and (B) the Cash Flow Percentage attributable to such assets, together with the Cash Flow Percentage (determined, with respect to prior sales, at the time of each such sale) of all assets sold by the Borrower and its Subsidiaries pursuant to this clause (i), and exchanged by the Borrower and its Subsidiaries pursuant to clause (ii) below, since the Restated Agreement
(ii) such disposition is an exchange, with any Person, of assets exchanged by the Borrower or applicable Subsidiary comprising one or more newspaper publishing properties or the stock of a Person owning such property or properties (other than any of the Acquired Assets (other than the Times-Standard in Eureka, California)) for assets comprising one or more other newspaper publishing properties of a similar nature and of equal or greater value, as determined in the good faith judgment of the Board of Directors of the Borrower or the applicable Subsidiary, and (A) the Cash Flow Percentage attributable to such assets exchanged by the Borrower or applicable Subsidiary, together with the Cash Flow Percentage attributable to all other assets exchanged by the Borrower and its Subsidiaries pursuant to this clause (ii), or sold by the Borrower and its Subsidiaries pursuant to clause (i) above, within the prior four fiscal quarters of the Borrower, does not exceed 15%, (B) the Cash Flow Percentage attributable to such assets, together with the Cash Flow Percentage (determined, with respect to prior exchanges, at the time of each such exchange) attributable to all other assets exchanged by the Borrower and its Subsidiaries pursuant to this clause (ii), and exchanged by the Borrower and its Subsidiaries pursuant to clause (i) above, since the Restated Agreement Date, does not exceed 30%, and (C) the Borrower shall have furnished to the Banks, not later than the tenth Business Day preceding the date of any such exchange wherein the fair market value of the assets received in exchange is greater than $5,000,000, a certificate of the president or chief financial officer of the Borrower stating that (1) each Loan Document Representation and Warranty is true and correct both immediately before and after giving effect to such disposition, (2) no Default shall have occurred and be continuing both immediately before and after giving effect to such disposition, and no Default shall have occurred and be continuing, including under Sections 4.22 through 4.26, after giving pro forma effect to such disposition and (3) the value of the assets received by the Borrower or applicable Subsidiary in such exchange is not less than the
Appears in 1 contract
Disposition of Assets. No Group Member will sell Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets Property (including, without limitation, including the capital stock Stock of any Subsidiary)Restricted Subsidiary of any Credit Party, except forwhether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except:
(a) sales of inventory, fixtures and equipment dispositions in the ordinary course Ordinary Course of businessBusiness of Inventory or worn-out or surplus Equipment;
(b) dispositions (other than of surplus(x) the Stock of any Restricted Subsidiary of any Credit Party or (y) any Accounts or Inventory of any Credit Party) not otherwise permitted hereunder which are made for fair market value and either (A) satisfy each of the following criteria: (i) at the time of any such disposition, obsoleteno Event of Default shall exist or shall result therefrom, negligible (ii) the sales price from any such disposition shall be paid in cash (and/or, solely with respect to the dispositions of the Stock (or uneconomical assets including plants currently shut down all, or shut down in substantially all, of the futureassets) of any Unrestricted Subsidiary, Stock of the related purchaser) and (iii) subject to the Intercreditor Agreement and except with respect to dispositions of the Stock (or all, or substantially all, of the assets) of any Unrestricted Subsidiary to the extent of any consideration received consisting of Stock of the related purchaser, the Net Proceeds of any such disposition shall be applied to the Loans or (B) constitute dispositions for which the aggregate book value of the Property subject to such dispositions does not collectively exceed $5,000,000 during the term of this Agreement;
(c) intercompany sales (i) dispositions of Cash Equivalents in the Ordinary Course of Business made to a Person that is not an Affiliate of any Credit Party and (ii) conversions of Cash Equivalents into cash or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan PartiesCash Equivalents;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiariestransactions permitted under Section 5.1(l);
(e) each Foreign Subsidiary leases of Equipment or Real Estate to joint ventures (which may sell, discount or otherwise dispose of accounts receivable in connection be partially owned by a Credit Party) that enter into purchase agreements with any transaction, the primary purpose of which is a Credit Party to provide financing for purchase such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the AgentCredit Party’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; providedproducts, in each case, that such salesin the Ordinary Course of Business, transfer or dispositions are made for fair value on arm’s length terms and for at least 80% cash consideration;in compliance with Section 5.6(a); and
(hf) dispositions resulting from of AB Receivables pursuant to an AB Qualified Receivables Financing.; and
(g) any casualty merger, consolidation, conveyance, transfer, lease or other insured damage todisposition of the Stock of, or any taking under power undertaken by, Alabama Electric Motor Services, LLC, Listerhill Total Maintenance Center, LLC, or Wise Alloys Finance Corporation, so long as the assets attributable to such entities do not have a book value or fair market value in an aggregate amount in excess of eminent domain or by condemnation or similar proceeding of, any property or asset $4 million measured at the time of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with each such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);disposition.
Appears in 1 contract
Sources: Credit Agreement (Constellium N.V.)
Disposition of Assets. No Group Member will sell Neither any Borrower nor any of its Subsidiaries shall convey, sell, lease, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, the capital stock of any Subsidiaryaccounts receivable), whether now owned or hereafter required, except forfor any of the following, provided that, in the case of dispositions of the type described in clauses (c) and (e) below no Event of Default shall have occurred and be continuing or could be reasonably anticipated to arise as a result thereof:
(a) sales obsolete or worn out property disposed of inventory, fixtures and equipment in the ordinary course of business (with standard discounts) or leasehold assets not necessary for operations;
(b) the sale or license of inventory or any technology or related rights or brands in the ordinary course of business;
(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers the sale of assets among Group Members all certain accounts receivable pursuant to the (i) Securitization and (ii) the Receivables Purchase Transactions, provided that with respect to any Receivables Purchase Transaction facility entered into after the Closing Date, the Agent shall be given notice of any such transaction within five (5) days of its being entered into which are Loan Parties, none notice shall include a description of which are Loan Parties, from Group Members which are not Loan Parties the approximate amount and type of accounts receivable to Group Members that are Loan Parties be sold and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Partiesthe purchasers thereof together with a copy of the transaction documents;
(d) each of Holdco and its Subsidiaries may sell, discount, transfer by any Borrower or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part any Subsidiary of any transaction, the primary purpose Borrower of which is its assets to provide financing for Holdco and its Subsidiaries;a Borrower; and
(e) each Foreign Subsidiary may sell, discount the sale or otherwise dispose other disposition of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiaryother property or assets, provided that the aggregate amount book value of all such financings property or assets (other than inventory) so sold or disposed of in any period of twelve consecutive months shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at Fifteen Million Dollars ($15,000,000) in any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
instance or Thirty Million Dollars (f$30,000,000) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);aggregate.
Appears in 1 contract
Sources: Credit Agreement (Learning Co Inc)
Disposition of Assets. No Group Member will sell The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets property (includingincluding accounts and notes receivable, with or without limitationrecourse) or enter into any agreement to do any of the foregoing, the capital stock of any Subsidiary), except forexcept:
(a) sales dispositions of inventory, fixtures and equipment or used, worn-out or surplus equipment, or the sale of sale rights, distribution rights, sales routes, territories or similar rights or assets, all in the ordinary course of business;
(b) dispositions of surplusany such sale, obsoleteassignment, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales lease, conveyance, transfer or other intercompany transfers of assets disposition among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco Borrower and its Subsidiaries;
(ec) each Foreign Subsidiary may sellthe sale, discount assignment or otherwise dispose other transfer of accounts receivable in connection with receivable, lease receivables or other rights to payment pursuant to any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, Securitization Transaction; provided that the aggregate amount investment or claim held at any time by all purchasers, assignees or other transferees of all (or of interests in) such financings receivables or other rights to payment shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g)$100,000,000;
(fd) each dispositions of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases defaulted receivables in the ordinary course of business to other Persons not materially interfering with for collection;
(e) dispositions permitted by Section 8.04 and Section 8.05;
(f) non-exclusive licenses of intellectual property rights in the conduct ordinary course of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect theretobusiness;
(g) sales, transfers any disposition of cash and dispositions of (i) Cash Equivalents Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash considerationbusiness;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset the unwinding of any Group Member or its SubsidiariesSwap Contract;
(i) sales, transfers and dispositions the sale of assets that are leased back to the extent necessary Borrower or a Subsidiary, involving amounts not to effect exceed $50,000,000 in the aggregate in any fiscal year;
(j) any transfer arising out of the granting or creation of a transaction Lien permitted by Section 8.02;
(k) any disposition occurring by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of its property;
(l) disposition of leasehold improvements or leased assets upon the termination of the lease;
(m) any such sale, assignment, lease, conveyance, transfer or other disposition of assets pursuant to a Tax Incentive Transaction;
(n) any disposition required by any Governmental Authority as a condition to the Diamond Acquisition; and
(o) dispositions not otherwise permitted under Section 6.02hereunder which are made for fair market value; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);) at the time of any disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries on or after the Signing Date shall not exceed 25% of the greater of (x) the total assets of the Borrower as of the Signing Date or (y) the highest amount of total assets of the Borrower as shown on the Borrower’s balance sheet as of the end of any fiscal year ending after the Signing Date.
Appears in 1 contract
Disposition of Assets. No Group Member The Company covenants that it will sell not lease, sell, transfer or otherwise dispose of, or permit any of its Subsidiaries to lease, sell, transfer or otherwise dispose of, voluntarily or involuntarily, any assets except for consideration in an amount not less than the fair market value of such asset, and, in the case of any material assets so disposed of, as determined in good faith by such Person’s Board of Directors and only if such Person promptly notifies Prudential and each Significant Holder of such lease, sale, transfer, or other disposition of material assets, excluding, however, (i) sales of inventory in the ordinary course of business, (ii) sales, transfers and other dispositions of equipment determined to be obsolete or no longer useful, (iii) sales, transfers or other dispositions of margin stock, (iv) sales, transfers and other dispositions of accounts receivable originated by the Company or any Subsidiary thereof that are subject to a securitization program permitted under paragraph 6D, (v) non-recourse sales, transfers and other dispositions of accounts receivable at discounts reflective of prevailing local market rates provided the aggregate amount of all such sales, transfers and other dispositions of accounts receivables in any month does not to exceed 25% of the prior month end consolidated accounts receivable of the Company and its Subsidiaries, (vi) sales, transfers or other dispositions of other assets of such Person and its Subsidiaries to the extent that the aggregate fair market value of all such other assets so leased, sold (including, without limitation, sale and leaseback transactions), transferred and disposed after the date hereof shall not exceed $50,000,000 (or its equivalent in another currency), and (vii) sales, leases, transfers or other dispositions of property or assets of any Subsidiary or capital stock of any Subsidiary), except for:
(a) sales of inventory, fixtures and equipment in Subsidiary to the ordinary course of business;
(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco Company or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction sale, lease, transfer or other disposition of property is made to a Subsidiary which is not a Wholly-Owned Subsidiary, then (a) such sale, lease, transfer or other disposition must be made on an arm’s length basis, and (b) at the direct time of such sale, lease, transfer or indirect interest other disposition, and after giving effect thereto, no Default or Event of Holdco in a Group Member is reduced, such transaction Default shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);in existence.
Appears in 1 contract
Sources: Private Shelf Agreement (Corn Products International Inc)
Disposition of Assets. No Group Member will sell Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets Property (including, without limitation, including the capital stock Stock of any Subsidiary)Restricted Subsidiary of any Credit Party, except forwhether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except:
(a) sales of inventory, fixtures and equipment dispositions in the ordinary course Ordinary Course of businessBusiness of Inventory or worn-out or surplus Equipment;
(b) dispositions (other than of surplus(x) the Stock of any Restricted Subsidiary of any Credit Party or (y) any Accounts or Inventory of any Credit Party) not otherwise permitted hereunder which are made for fair market value and either (A) satisfy each of the following criteria: (i) at the time of any such disposition, obsoleteno Event of Default shall exist or shall result therefrom, negligible (ii) the sales price from any such disposition shall be paid in cash (and/or, solely with respect to the dispositions of the Stock (or uneconomical assets including plants currently shut down all, or shut down in substantially all, of the futureassets) of any Unrestricted Subsidiary, Stock of the related purchaser) and (iii) subject to the Intercreditor Agreement and except with respect to dispositions of the Stock (or all, or substantially all, of the assets) of any Unrestricted Subsidiary to the extent of any consideration received consisting of Stock of the related purchaser, the Net Proceeds of any such disposition shall be applied to the Loans or (B) constitute dispositions for which the aggregate book value of the Property subject to such dispositions does not collectively exceed $5,000,000 during the term of this Agreement;
(c) intercompany sales (i) dispositions of Cash Equivalents in the Ordinary Course of Business made to a Person that is not an Affiliate of any Credit Party and (ii) conversions of Cash Equivalents into cash or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan PartiesCash Equivalents;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;transactions permitted under Section 5.1(l); and
(e) each Foreign Subsidiary leases of Equipment or Real Estate to joint ventures (which may sell, discount or otherwise dispose of accounts receivable in connection be partially owned by a Credit Party) that enter into purchase agreements with any transaction, the primary purpose of which is a Credit Party to provide financing for purchase such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the AgentCredit Party’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; providedproducts, in each case, that such salesin the Ordinary Course of Business, transfer or dispositions are made for fair value on arm’s length terms and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under in compliance with Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i5.6(a);.
Appears in 1 contract
Sources: Credit Agreement (Constellium N.V.)
Disposition of Assets. No Group Member will sell Except with the prior written consent of the Agent and Majority Banks in the event any Asset Sale or otherwise dispose other disposition of assets constitutes an amount less than or equal to 20% of the total assets of the Borrower on a consolidated basis and with the prior written consent of Agent and all of the Banks in the event any Asset Sale of other disposition of assets (including, without limitationconstitutes an amount greater than 20% of the total assets of the Borrower on a consolidated basis, the capital stock Borrower will not, and will not permit any of its Subsidiaries to, become a party to or agree to or effect any Subsidiary)Asset Sale or other disposition of assets, except for:
other than (a) sales the sale of inventory, fixtures and equipment in the ordinary course sale of business;
(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transactionlease agreements, the primary purpose licensing of which is to provide financing for Holdco intellectual property and its Subsidiaries;
(e) the disposition of obsolete assets, in each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases case in the ordinary course of business to other Persons not materially interfering consistent with past practices; and (b) the conduct sale of the business of Holdco or any of its Subsidiariesassets in arms-length transactions for fair and reasonable value, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies provided that, with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses to this clause (b), (c), (k), (ni) no Default or Event of Default shall have occurred and (o) be continuing at the time of Section 6.05 such sale and no Default or Event of Default will exist after giving effect to such Asset Sale; (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% seventy five percent (75%) of the purchase price for such assets is received in cash consideration;
and the Net Cash Sale Proceeds from such sales are applied as provided in §4.2 hereof, (hiii) dispositions resulting from any casualty promissory note or other insured damage to, instrument received by the Borrower or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if Subsidiaries in connection with such transaction sale is an Investment permitted by §10.3 hereof, and the direct Borrower or indirect interest such Subsidiary, as the case may be, has delivered such promissory note or other instrument to the Agent to be held in pledge for the benefit of Holdco itself and the Banks in a Group Member accordance with the terms of the Loan Documents; (iv) the aggregate value of all assets sold in any Asset Sale is reduced, such transaction not more than $100,000 in any fiscal year; (v) the Borrower shall be treated as a disposition have delivered to the Agent on the date of such interest sale a certificate signed by an authorized officer of the Borrower and evidence satisfactory to the extent Agent showing compliance with the provisions of such reduction for purposes clauses (i) through (iv) of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);§10.5.2.
Appears in 1 contract
Disposition of Assets. No Group Member will sell The BorrowerCompany shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, Securitization Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets property (includingincluding accounts and notes receivable, with or without limitation, recourse) or enter into any agreement to do any of the capital stock of foregoing (including any Subsidiarysale-leaseback), except forexcept:
(a) sales dispositions of inventory, fixtures and equipment or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) dispositions the sale, assignment or other transfer of surplusaccounts receivable, obsolete, negligible lease receivables or uneconomical assets including plants currently shut down other rights to payment or shut down any interest in the futureforegoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the BorrowerCompany or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) intercompany sales dispositions of property by any Subsidiary to the BorrowerCompany or other intercompany transfers to a Wholly-Owned Subsidiary; provided that if the transferor of assets among Group Members all of which are Loan Partiessuch property is not an Excluded Subsidiary, none of which are Loan Parties, from Group Members which are the transferee must either be the BorrowerCompany or a Subsidiary that is not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;Excluded Subsidiary; and
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of other dispositions which is to provide financing are made for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, fair market value; provided that (i) at the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing disposition, no Event of Default shall be deemed to be Indebtedness hereunder and exist or shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no result from such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 disposition and (ii) other Investments to the extent required aggregate value of all assets so disposed of by or made pursuant to customary buy/sell arrangements made in the ordinary course BorrowerCompany and its Subsidiaries during the term of business between this Agreement (calculated as of the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset date of any Group Member or its Subsidiaries;
(isuch disposition) sales, transfers and dispositions to shall not exceed 20% of Consolidated Tangible Assets as of the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction last day of the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);most recently ended fiscal quarter.
Appears in 1 contract
Disposition of Assets. No Group Member will sell Sell, lease, license, transfer or otherwise dispose of any assets (including, without limitation, the capital stock of asset or any Subsidiary)interest therein, except for:
that this Section 4.08 shall not apply to (a) sales any disposition of inventory, fixtures and equipment property in the ordinary course of business;
, (b) dispositions any disposition of surplusequipment that is obsolete or no longer required in its business, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales any disposition of any asset or any interest therein by a Subsidiary to the Borrower (so long as, after giving effect to such disposition and all other intercompany transfers such dispositions by such Subsidiary to the Borrower after the Agreement Date, such Subsidiary shall not have disposed of a substantial portion of its assets among Group Members all to the Borrower) or a Wholly Owned Subsidiary or any disposition of which are Loan Partiesany asset or any interest therein by the Borrower to a Wholly Owned Subsidiary, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each any sale or assignment of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of delinquent accounts receivable in connection with the compromise or other delinquent trade receivables (or notes evidencing such receivables) to a collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount agency or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases similar service in the ordinary course of business business, (e) any transaction to other Persons not materially interfering with the conduct which any of the business other provisions of Holdco this Agreement (other than Section 4.10) is by its express terms inapplicable, (f) any disposition of (i) any interest in or assets of the Excluded Subsidiaries or any proceeds of its Subsidiariesany disposition of any such interest or assets or (ii) any interest in Cellular Systems within the Maryland 2 RSA or any other such interests that are owned by the Borrower or any Subsidiary on the Agreement Date and constitute no more than 15% of the total equity of any Cellular System and (g) any disposition of any interest in or assets of a Cellular System or a cellular telephone, in each case wireless or related telecommunications business, so long as no Default shall have occurred and be continuing immediately prior to or after giving effect to such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;disposition and
(i) salessuch disposition is a sale to any Person for cash in an amount not less than the fair market value of the interests or assets sold net of the liabilities assumed, transfers as determined in the good faith judgment of the Board of Directors of the Borrower or the applicable Subsidiary, and dispositions (A) the Cash Flow Percentage attributable to such interests or assets together with the extent necessary Cash Flow Percentage of all other interests and assets sold or exchanged by the Borrower and its Subsidiaries pursuant to effect this clause (i) or clause (ii) below within the prior twelve calendar month period (or, if shorter, the period from the Closing Date) does not exceed 5% and (B) the Cash Flow Percentage attributable to such interests or assets together with the Cash Flow Percentage (determined, with respect to prior sales or exchanges, at the time of each such sale or exchange) attributable to all interests and assets sold or exchanged by the Borrower and its Subsidiaries pursuant to this clause (i) or clause (ii) below since the Closing Date does not exceed 20%, or
(ii) such disposition is an exchange, with any Person, of interests or assets exchanged by the Borrower or applicable Subsidiary comprising interests in or assets of one or more cellular telephone, wireless and related telecommunications businesses or the stock or other equity of a transaction otherwise permitted under Section 6.02; provided that if Person owning such interests or assets for interests in or assets of one or more other Cellular Systems located in the United States or businesses directly related to Cellular Systems owned or controlled by the Borrower or any Subsidiary, together with any Permitted Securities received by the Borrower or any Subsidiary in connection with such transaction exchange, and of equal or greater value, as determined in the direct good faith judgment of the Board of Directors of the Borrower or indirect interest of Holdco in a Group Member is reducedthe applicable Subsidiary, and (A) the Cash Flow Percentage attributable to such transaction shall be treated as a disposition of such interest interests or assets exchanged by the Borrower or applicable Subsidiary together with the Cash Flow Percentage attributable to all other interests and assets exchanged or sold by the extent of such reduction for purposes of this Section 6.06 which is permitted if Borrower and only if permitted by a clause other than its Subsidiaries pursuant to this clause (ii) or clause (i) above within the prior twelve calendar month period (or, if shorter, the period from the Closing Date) does not exceed 5% and (B) the Cash Flow Percentage attributable to such interests or assets together with the Cash Flow Percentage (determined, with respect to prior exchanges, at the time of each such exchange) attributable to all other interests and assets exchanged or sold by the Borrower and its Subsidiaries pursuant to this clause (ii) or clause (i) above since the Closing Date does not exceed 20%; provided that, in the case of any such sale to or exchange with an Affiliate, in addition to the requirements set forth above in clause (i) and (ii);, (y) the Cash Flow Percentage attributable to the interests or assets sold or exchanged, together with the Cash Flow Percentage of all other interests and assets sold to or exchanged with Affiliates since the Closing Date, shall not exceed 5%, and (z) such Board of Directors shall have determined, in its good faith judgment, that such sale or exchange is for consideration or in exchange for interests or assets reflecting the fair market value of the interests or assets sold or exchanged, and the Borrower shall have furnished to the Banks, not later than the fifteenth Business Day preceding the date of such sale or exchange, a fairness opinion with respect to such sale or exchange from a recognized investment bank or broker, as the case may be, reasonably satisfactory in form and content to the Required Agents.
Appears in 1 contract
Disposition of Assets. No Group Member will sell The Company shall not, and shall not suffer or permit any Subsidiary (other than any Project Finance Subsidiary or any International Subsidiary) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets (includingincluding accounts and notes receivable, with or without limitationrecourse, the capital stock of and including any interest in any Subsidiary)) or enter into any agreement to do any of the foregoing, except forexcept:
(ai) sales dispositions of inventoryinventory (including inventory comprised of electric energy, fixtures gas, oil, coal, aggregate and equipment other materials and products generated, manufactured, produced, mined or purchased for sale, distribution or use in the ordinary course of business), or used, worn-out, damaged or surplus equipment, all in the ordinary course of business;
(bii) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment;
(iii) dispositions of surplus, obsolete, negligible assets by the Company or uneconomical assets including plants currently shut down any Subsidiary to the Company or shut down in the futureany Subsidiary (other than a Project Finance Subsidiary) pursuant to reasonable business requirements;
(civ) intercompany sales exchanges of property on which recognition of gain or loss would be exempted from recognition pursuant to section 1031 of the Code; or 721510353 03 54
(v) the sale, assignment or other intercompany transfers transfer of assets among Group Members all accounts receivable, lease receivables or other rights to payment pursuant to any Securitization Transaction; provided that dispositions not prohibited by other provisions of this Agreement and not otherwise permitted by the foregoing which are Loan Partiesmade for fair market value are permitted so long as (w) at the time of any disposition, none no Default or Event of which are Loan PartiesDefault shall exist or shall result from such disposition, (x) the aggregate sales price from Group Members which are not Loan Parties to Group Members such disposition shall be paid (1) in cash, (2) in marketable securities that are Loan Parties and other intercompany transfers in an the subject of widely or regularly distributed standard price quotations, and/or (3) through the issuance of indebtedness by the buyer of such assets; provided that the aggregate outstanding principal amount of all such indebtedness shall not to at any time exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
35,000,000, (dy) each the aggregate value of Holdco all assets so sold by the Company and its Subsidiaries may sellpursuant to clauses (i) through (iv), discounttogether, or otherwise dispose shall not exceed in any fiscal year 20% of accounts receivable total consolidated assets (as determined in connection accordance with GAAP) of the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco Company and its Subsidiaries;
, based upon the most recent financial statements delivered to the Administrative Agent under Section 6.01, and (ez) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings Securitization Obligations shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstandingexceed $75,000,000; and provided, further, that in no event shall the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licensesCompany sell, sublicensesassign, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiarieslease, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such salesconvey, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from otherwise dispose of any casualty capital stock or other insured damage toequity interests in any of the Principal Operating Subsidiaries, except pursuant to a merger or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a other transaction otherwise permitted under in accordance with Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);7.03.
Appears in 1 contract
Disposition of Assets. No Group Member The Borrower will sell not, and will not permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of transactions) any assets property (includingincluding accounts and notes receivable, with or without limitationrecourse) or enter into any agreement to do any of the foregoing, the capital stock of any Subsidiary), except forexcept:
(a) sales dispositions of inventory, fixtures and equipment or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) dispositions of surplusaccounts receivable in connection with (i) the collection or compromise thereof, obsolete, negligible or uneconomical assets including plants currently shut down or shut down all in the futureordinary course of business, or (ii) the sale or transfer by WFB of its credit card receivables in a transaction to securitize such receivables;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases granted to others in the ordinary course of business to other Persons and not materially interfering in any material respect with the conduct of the business of Holdco or any of the Borrower and its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(gd) sales, transfers and dispositions sales of improved or unimproved parcels of real estate (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between (including, without limitation, sales of entire developments) by Subsidiaries in the parties business of real estate development or (ii) that are not required or anticipated to agreements related thereto; provided, in each case, be required for the Borrower’s or any Subsidiary’s business purposes;
(e) the sale of equipment to the extent that such salesequipment is exchanged for credit against the purchase price of similar replacement equipment, transfer or the proceeds of such sale are applied with reasonable promptness to the purchase price of such replacement equipment;
(f) sales or transfers by a Subsidiary to the Borrower or any other Subsidiary (other than WFB);
(g) other dispositions are made of property during the term of this Agreement, the net book value of which in the aggregate does not exceed 8% of the Borrower’s consolidated total assets as shown on its balance sheet for fair value and for at least 80% cash considerationthe immediately prior fiscal year;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power commercially reasonable securitizations of eminent domain or by condemnation or similar proceeding of, any property or asset the assets of any Group Member or its SubsidiariesWFB;
(i) salesthe sale or other disposition of (i) Investments that do not constitute Investments of the Borrower in any Subsidiary or of any Subsidiary in any other Subsidiary, transfers and dispositions (ii) economic development bonds;
(j) the sale, merger, consolidation of WFB or all or substantially all of its assets, provided that (i) the Borrower provides written notice to the extent necessary Administrative Agent not less than ten (10) days prior to the closing of any such transaction, and (ii) at the time of and after giving effect a to such transaction otherwise permitted under Section 6.02; no Default or Event of Default shall have occurred and be continuing;
(k) the sale, merger, consolidation, liquidation, winding up or dissolution of any Subsidiary (other than WFB) that, after the Effective Date, does not pass the Material Subsidiary Test, provided that if (1) the Borrower provides to the Administrative Agent written notice prior to or within ten (10) days after the closing of any such transaction, (2) the sum of the book value of the assets transferred in connection with any such transactions in any consecutive 365 day period shall not exceed 15% of the consolidated total assets of the Borrower and the Subsidiaries as of the end of the most recently ended calendar month preceding any such transaction (excluding the direct or indirect interest assets of Holdco in a Group Member is reducedthe Excluded Subsidiaries), and (3) at the time of, and after giving effect to, such transaction no Default or Event of Default shall have occurred and be treated as a continuing; or
(l) any other sale, assignment, lease, conveyance, transfer or other disposition of such interest property that, together with all other dispositions made pursuant to Section 6.12, do not constitute more than 25% of the extent consolidated total assets of such reduction for purposes of this Section 6.06 which is permitted if the Borrower and only if permitted by the Subsidiaries, calculated on a clause other than this clause (i);book value basis.
Appears in 1 contract
Disposition of Assets. No Group Member The Borrower will sell not, and will not permit or cause any of its Subsidiaries to, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any assets portion of its assets, business or properties (including, without limitation, the capital stock any Capital Stock of any Subsidiaryof its Subsidiaries), or agree to do any of the foregoing, except for:
(ai) sales sales, transfers, leases, licenses or other dispositions of inventory, fixtures materials and equipment other property and assets (including intellectual property), in each case in the ordinary course of business;
(bii) dispositions the sale, exchange or other disposition of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down Cash Equivalents in the futureordinary course of business;
(ciii) intercompany sales the sale, lease or other intercompany transfers disposition of assets among Group Members all by the Borrower or any Subsidiary of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties the Borrower to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not the Borrower or to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
a Domestic Subsidiary Guarantor (d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of by any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such another Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed no Foreign Subsidiary that is a principal amount of €65,000,000Subsidiary Guarantor may sell, lease or the equivalent of such amount, at any one time outstanding; provided, further, that the amount otherwise dispose of any such financing shall be deemed assets to be Indebtedness hereunder and shall a Foreign Subsidiary that is not exceed the total amount of Indebtedness permitted to be incurred a Subsidiary Guarantor pursuant to Section 6.03(gthis clause (iii);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries), in each case so long as no such grant Event of Default shall have occurred and be continuing or would adversely affect any Collateral or the Agent’s rights or remedies with respect theretoresult therefrom;
(giv) salesthe sale, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) exchange or other Investments to the extent required by or made pursuant to customary buy/sell arrangements made disposition in the ordinary course of business between of equipment or other capital assets no longer used or useful in the parties to agreements related thereto; provided, in each case, that such sales, transfer business of the Borrower and its Subsidiaries;
(v) the sale or dispositions are made disposition of assets (other than the Capital Stock of Subsidiaries) outside the ordinary course of business for fair value and for at least 80% cash consideration;cash, provided that (x) the aggregate amount of Net Cash Proceeds from all such sales or dispositions that are consummated during any Reference Period shall not exceed $2,000,000 (and the aggregate amount of Net Cash Proceeds from all such sales or dispositions that are consummated by Foreign Subsidiaries during any Reference Period shall not exceed $1,000,000), (y) if such sale or disposition shall be an “Asset Disposition” hereunder, such Net Cash Proceeds shall be reinvested or applied to the prepayment of the Loans in accordance with the provisions of Section 2.6(f), and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and
(hvi) dispositions resulting from any casualty merger, consolidation or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise expressly permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);8.1.
Appears in 1 contract
Disposition of Assets. No Group Member will sell The Borrower shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose permit a Disposition of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except the following transactions to the extent they are arms-length transactions with Persons who are not Affiliates of the Borrower or its Subsidiaries for pricing reflecting the fair market value of any assets (including, without limitation, the capital stock of any Subsidiary), except foror property being sold:
(a) sales Dispositions of inventory, fixtures and equipment or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) dispositions the sale of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down equipment in the futureordinary course and in accordance with past practices to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly (and in any event within ninety (90) days of such sale) applied to the purchase price of such replacement equipment;
(c) intercompany sales or Dispositions (other intercompany transfers of assets among Group Members all of than by MK Gain and its Subsidiaries) not otherwise permitted hereunder which are Loan Partiesmade for fair market value; provided, none that (i) at the time of which are Loan Partiesany Disposition, no Default or Event of Default shall exist or shall result after giving effect to such Disposition, (ii) the aggregate sales price from Group Members which are such Disposition shall be paid in cash, and (iii) the aggregate value of all assets so sold by the Borrower and its Subsidiaries, together, shall not Loan Parties to Group Members that are Loan Parties exceed the lesser of (i) $3,000,000 in any Fiscal Year (plus the amount of the proceeds from the sale of the Borrower's Mountaintop, PA facility during the Fiscal Year it is sold, if ever) and other intercompany transfers (ii) $10,000,000 in an the aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;during the term of the Agreement; and
(d) each of Holdco Dispositions by MK Gain and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable assets with a value not in connection with the compromise or collection thereof, and not as part excess of any transaction, the primary purpose twenty percent (20%) of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount value of all such financings shall not exceed a principal amount the assets of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco MK Gain and its Subsidiaries may grant licenses(on a consolidated basis) as shown on MK Gain's consolidated financial statements in any Fiscal Year, sublicenses, leases or subleases and in any event not in excess of $20,000,000 in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);aggregate.
Appears in 1 contract
Disposition of Assets. No Group Member will sell or otherwise dispose of any assets (including, without limitation, the capital stock of any Subsidiary), except for:
(a) sales of inventory, fixtures and equipment in the ordinary course of business;
(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 15,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,00025,000,000, or the equivalent of such amount, at any one time outstanding; provided, provided further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);
(j) Holdco and its Subsidiaries may sell the assets described on Schedule 6.06(j);
(k) sales in arm’s length transactions, at fair market value and for at least 80% cash consideration, in an aggregate amount not to exceed $50,000,000; and
(l) other sales of assets having a fair market value not in excess of $20,000,000 in the aggregate
Appears in 1 contract
Sources: First Lien Term Loan and Guaranty Agreement (Tower Automotive, LLC)
Disposition of Assets. No Group Member (A) Holdings will not, and will not --------------------- permit any of its Subsidiaries to, dispose of all or any part of its interest in any asset, except that Holdings and its Subsidiaries may sell or otherwise dispose of assets so long as either (i) such sales are approved by the Required Banks (subject to the provisions of Section 11.12 hereof); (ii) such sales are for at least the fair market value of such assets and the aggregate amount of such asset sales is less than $500,000 in any assets 12-month period and, in any such case, Holdings or such Subsidiary complies with the mandatory prepayment and Commitment reduction provisions herein and, in the case of Collateral, so long as the conditions to the release of Collateral described herein and in the applicable Security Documents are met; (including, without limitation, the capital stock iii) such sales are of any Subsidiary), except for:
(a) sales of inventory, fixtures inventory and equipment in the ordinary course of business;
; (biv) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany such sales or other intercompany transfers dispositions are (A) of assets among Group Members all of which are Loan Partiesequipment that has become worn out, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, obsolete or damaged or otherwise dispose of accounts receivable unsuitable or no longer needed for use in connection with the compromise business of Holdings or collection thereofany of its Subsidiaries or should be replaced, as the case may be, in each case as determined in good faith by the board of directors of Holdings or its Subsidiary, as the case may be, (B) for at least the fair market value of such equipment, (C) not in excess of $100,000 individually or $250,000 per year in the aggregate for sales of such equipment and (D) the proceeds of the sales of such equipment are used within 90 days of such sales to (1) purchase equipment used in substantially similar lines of business or (2) repay Indebtedness under this Credit Agreement pursuant to Sections 3.01 or 3.02; (v) such sales or other dispositions do not exceed $50,000 individually and are for at least the fair market value of such assets or as to such other dispositions, the likely amount of net sales proceeds that would be realized upon a sale of such assets is such that a sale of such assets is not, in the reasonable judgment of Holdings or the Borrower, economically practicable but such other disposition is otherwise of commercial value to Holdings or the Borrower; provided that in no case shall sales pursuant to this clause (v) exceed an -------- aggregate of $100,000 in any fiscal year, and not in the case of Collateral, so long as part the conditions to the release of Collateral described herein and in the applicable Security Documents are met; (vi) such sales consist of the licensing or sublicensing of Holdings' or any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases ' Intellectual Property in the ordinary course of business business; or (vii) such sales are of equity securities under any stock option or other benefit plan available to other Persons not materially interfering with the conduct employees or directors of the business of Holdco Holdings or any of its Subsidiaries, in . The consideration received by Holdings and its Subsidiaries from each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions sale of assets permitted by subsections (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) above, other Investments than with respect to such sales involving consideration of not more than $100,000 in the extent required aggregate in any fiscal year, shall be payable by the purchaser in whole within 15 days of such sale and at least 70% of the consideration from each sale shall consist of Cash or made Cash Equivalents. Any non-cash proceeds received from the sale of assets constituting Collateral shall be pledged pursuant to customary buy/sell arrangements made and in accordance with the ordinary course applicable Security Documents and shall constitute Collateral.
(B) Upon compliance with the conditions in subsection (A) of business between this Section 7.13, the Release Conditions and the Partial Release Conditions (each as hereinafter defined), Holdings or its Subsidiaries shall be entitled to receive from the Collateral Agent an instrument in form and substance reasonably satisfactory to Holdings or such Subsidiary (each, a "Release"), releasing the Lien of the Mortgage with respect to all or any portion of a Mortgaged Real Property (each, a "Released Real Property"). Holdings or its Subsidiaries shall exercise their rights under this Section by delivering to Collateral Agent a notice (each, a "Release Notice"), which shall refer to this Section, describe with particularity the proposed Released Real Property and be accompanied by (i) four counterparts of the Release fully executed and acknowledged by all necessary parties other than Collateral Agent, (ii) executed counterparts of UCC termination statements necessary to terminate the Lien of the applicable Mortgage and (iii) an Officer's Certificate certifying that no Default or Event of Default shall have occurred and the parties executing any and all documents in connection with the Release (other than Collateral Agent) were duly authorized to agreements related thereto; provideddo so (collectively, the "Release Conditions"). In the event the proposed Released Property consists of less than all of the Mortgaged Real Property subject to a single Mortgage, the Partial Release Conditions must be satis- fied in each case, that such sales, transfer order for Holdings or dispositions are made for fair value and for at least 80% cash consideration;its Subsidiaries to receive the Release.
(hC) dispositions resulting from any casualty or other insured damage toCollateral Agent's obligation to deliver a Release in respect of less than all of the Mortgaged Real Property subject to a single Mortgage shall be contingent upon the satisfaction of the conditions in subsection (A) of this Section 7.13 and the Release Conditions as well as the following conditions (collectively, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;the "Partial Release Conditions"):
(i) salesfollowing the sale, transfers transfer or other disposition of and dispositions release of the Lien of the applicable Mortgage with respect to the extent proposed Released Real Property, the remaining Mortgaged Real Property shall have utility services and access to public roads, rail spurs and other transportation structures sufficient and necessary in the reasonable opinion of Holdings or the Borrower for the continued use of such Mortgaged Real Property in the manner utilized prior to effect a transaction otherwise permitted under Section 6.02; provided that if the Release;
(ii) following the sale, transfer or other disposition of the proposed Released Real Property, the remaining Mortgaged Real Property shall comply in connection all material respects with applicable laws, rules, regulations and ordinances relating to environmental protection, zoning, land use, configuration and building and workplace safety (except for such transaction non-compliance which has been previously consented to by the direct Collateral Agent);
(iii) following the sale, transfer or indirect interest other disposition of Holdco in a Group Member is reducedthe proposed Released Real Property, the value of the remaining Mortgaged Real Property shall not be less than the value of such transaction remaining Mortgaged Real Property prior to the Release due to such sale, transfer or other disposition;
(iv) the Title Company shall be treated prepared to issue an endorsement to the Banks' title insurance policy relating to the Mortgaged Real Property confirming that after the proposed release, the Lien of the applicable Mortgage continues unimpaired as a disposition of such interest first priority Lien upon the remaining Mortgaged Real Property subject only to Prior Liens, those Liens permitted by the Mortgage or previously consented to by the Collateral Agent;
(v) Holdings shall cause to have been delivered to Collateral Agent a Survey reasonably acceptable to the extent -91- Agent of such reduction for purposes the Mortgaged Real Property remaining after the proposed Released Real Property has been released; and
(vi) Holdings or its Subsidiaries shall cause to have been delivered to Collateral Agent an Officer's Certificate certifying that the conditions set forth in subsections (i) through (v) have been satisfied.
(D) Collateral Agent shall execute, acknowledge (if applicable) and deliver to Holdings or the Borrower counterparts of the documents described in subsections (B)(i) and (ii) of this Section 6.06 which is permitted 7.13 within 10 Business Days after receipt by Collateral Agent of a Release Notice provided that the Release Conditions and the Partial Release Conditions (if and only if permitted by a clause other than this clause applicable) have been satisfied. Holdings or the Borrower shall (i);) execute, deliver, obtain and record such instruments as Collateral Agent may require, including, without limitation, amendments to the Security Documents or this Agreement and, (ii) deliver to Collateral Agent such evidence of the satisfaction of the Release Conditions and the Partial Release Conditions as Collateral Agent may require and (iii) cause the Title Company to issue the endorsement referred to in subsection (C)(iv) of this Section 7.
Appears in 1 contract
Disposition of Assets. No Group Member will sell The Borrower shall not sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily (any of the foregoing being referred to in this Section 9.9 as a "transaction" and any assets (including, without limitation, the capital stock series of any Subsidiaryrelated transactions constituting but a single transaction), except forany of its properties or assets, tangible or intangible (including but not limited to sale, assignment, discount or other disposition of accounts, contract rights, chattel paper or general intangibles with or without recourse), except:
(a) sales of inventory, fixtures and equipment transactions in the ordinary course of business;
(bi) the disposition of assets in connection with store closings as a result of lease expirations, (ii) dispositions of surplusassets (other than dispositions permitted by clauses (i) and (iii) of this Section 9.9(b)), obsoleteother than Inventory, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiaryfair market value, provided that the aggregate amount Book Value of all such financings shall the assets disposed of pursuant to this clause (ii) plus the Book Value of the equipment or fixtures sold under paragraph (c) of this Section 9.9, in the aggregate, do not exceed $4,000,000, (iii) dispositions of Inventory in connection with store closings other than as set forth in (i) above, provided that the Borrower shall use its best efforts to maximize the proceeds of the Inventory disposed of in connection with such store closings, (iv) dispositions of Inventory that was subject to a principal amount reserve on the balance sheet of €65,000,000the Borrower for the fiscal year ended June 29, or the equivalent 1996, and (v) disposition of such amountassets approved by CIT in its sole judgment exercised reasonably, at any one time outstanding; provided, further, that (A) not more than two (2) stores, in the amount of any such financing aggregate, shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred closed pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of clauses (i) Investments and (excluding Investments in the Equity Interests iii) of any Subsidiary) permitted by clauses (b), (c), (k), (nthis Section 9.9(b) and (oB) the Borrower shall promptly report each such transaction under this Section 9.9(b) to CIT; and
(c) sales of Section 6.05 equipment or fixtures which are worn out or obsolete, provided that the Book Value of such equipment and fixtures plus the Book Value of the assets disposed of under clauses (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
paragraph (hb) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);9.9, in the aggregate , do not exceed $4,000,000.
Appears in 1 contract
Disposition of Assets. No Group Member Each of Parent and the Borrower will sell not, and will not permit or cause any of its Subsidiaries to, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any assets portion of its assets, business or properties (including, without limitation, the capital stock any Capital Stock of any Subsidiaryof its Subsidiaries), or agree to do any of the foregoing, except for:
(ai) sales sales, transfers, leases, licenses or other dispositions of inventory, fixtures materials and equipment other property and assets (including intellectual property), in each case in the ordinary course of business;
(bii) dispositions the sale, exchange or other disposition of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down Cash Equivalents in the futureordinary course of business;
(ciii) intercompany sales the sale, lease or other intercompany transfers disposition of assets among Group Members all by the Borrower or any Subsidiary of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties the Borrower to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not the Borrower or to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
a Domestic Subsidiary Guarantor (d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of by any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such another Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed no Foreign Subsidiary that is a principal amount of €65,000,000Subsidiary Guarantor may sell, lease or the equivalent of such amount, at any one time outstanding; provided, further, that the amount otherwise dispose of any such financing shall be deemed assets to be Indebtedness hereunder and shall a Foreign Subsidiary that is not exceed the total amount of Indebtedness permitted to be incurred a Subsidiary Guarantor pursuant to Section 6.03(gthis clause (iii);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries), in each case so long as no such grant Event of Default shall have occurred and be continuing or would adversely affect any Collateral or the Agent’s rights or remedies with respect theretoresult therefrom;
(giv) salesthe sale, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) exchange or other Investments to the extent required by or made pursuant to customary buy/sell arrangements made disposition in the ordinary course of business between of equipment or other capital assets no longer used or useful in the parties to agreements related thereto; provided, in each case, that such sales, transfer business of the Borrower and its Subsidiaries;
(v) the sale or dispositions are made disposition of assets (other than the Capital Stock of Subsidiaries) outside the ordinary course of business for fair value and for at least 80% cash consideration;cash, provided that (x) the aggregate amount of Net Cash Proceeds from all such sales or dispositions that are consummated during any Reference Period shall not exceed $1,000,000, (y) if such sale or disposition shall be an “Asset Disposition” hereunder, such Net Cash Proceeds shall be reinvested or applied to the prepayment of the Loans in accordance with the provisions of Section 2.6(g), and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and
(hvi) dispositions resulting from any casualty merger, consolidation or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise expressly permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);8.1.
Appears in 1 contract
Disposition of Assets. No Group Member will sell The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, Securitization Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets property (includingincluding accounts and notes receivable, with or without limitation, recourse) or enter into any agreement to do any of the capital stock of foregoing (including any Subsidiarysale-leaseback), except forexcept:
(a) sales dispositions of inventory, fixtures and equipment or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) dispositions the sale, assignment or other transfer of surplusaccounts receivable, obsolete, negligible lease receivables or uneconomical assets including plants currently shut down other rights to payment or shut down any interest in the futureforegoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) intercompany sales dispositions of property by any Subsidiary to the Borrower or other intercompany transfers to a Wholly-Owned Subsidiary; provided that if the transferor of assets among Group Members all of which are Loan Partiessuch property is not an Excluded Subsidiary, none of which are Loan Parties, from Group Members which are the transferee must either be the Borrower or a Subsidiary that is not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;Excluded Subsidiary; and
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of other dispositions which is to provide financing are made for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, fair market value; provided that (i) at the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing disposition, no Event of Default shall be deemed to be Indebtedness hereunder and exist or shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no result from such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 disposition and (ii) other Investments to the extent required aggregate value of all assets so disposed of by or made pursuant to customary buy/sell arrangements made in the ordinary course Borrower and its Subsidiaries during the term of business between this Agreement (calculated as of the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset date of any Group Member or its Subsidiaries;
(isuch disposition) sales, transfers and dispositions to shall not exceed 20% of Consolidated Tangible Assets as of the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction last day of the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);most recently ended fiscal quarter.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Republic Services, Inc.)
Disposition of Assets. No Group Member will sell Sell, lease, assign, transfer or otherwise dispose of any property, business or assets (including, without limitation, the capital stock or membership interests of any Subsidiary)subsidiary accounts, and leasehold interests) except for:
for (ai) sales of inventory, fixtures materials and equipment in the ordinary course of business;
business for fair market value; (bii) dispositions of surplus, obsoleteobsolete or damaged Inventory, negligible (iii) dispositions of surplus, obsolete or uneconomical assets including plants currently shut down or shut down damaged equipment, in the future;
ordinary course of business (c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings the net proceeds from sales shall not exceed a principal $1,000,000), (iv) the sale of all the capital stock or substantially all the assets of Itronix and/or the sale of all the capital stock of or substantially all the assets of da Vinci; provided that (A) any such sale is consummated for fair market value as determined by the Agent, (B) an amount equal to 100% of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount Net Proceeds of any such financing sale is deposited into the Asset Sale Proceeds Account, (C) at least 80% of the consideration for any such sale is cash consideration, and (D) the other terms and conditions of any such sale shall be deemed satisfactory to be Indebtedness hereunder and the Agent, (v) the sale or other disposition of other property, provided that (A) the aggregate amount of net proceeds from such sales or other dispositions shall not to exceed $4,000,000, (B) such sale or other disposition is for fair market value, (C) an amount equal to 100% of the total amount Net Proceeds of Indebtedness permitted any such sale is deposited into the Asset Sale Proceeds Account and (D) the terms and conditions of any such sale shall be satisfactory to be incurred pursuant to Section 6.03(g);
the Agent, (fvi) each sales, assignments, transfers and pledges of Holdco receivables in connection with a Permitted Receivables Financing, (vii) intercompany sales, assignments and its transfers of assets (A) among Foreign Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business or otherwise in connection with operational restructuring efforts reasonably acceptable to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c)B) among the Guarantors or (C) by any Subsidiary to the Borrower, (k), (nviii) assignments and (o) licenses of Section 6.05 intellectual property in connection with providing products and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made services in the ordinary course of business between business, and (ix) the parties to agreements related thereto; provided, in each case, that such sales, transfer lease or dispositions are made for fair value sublease of real property not constituting a sale and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, leaseback or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);financing arrangement.
Appears in 1 contract
Sources: Revolving Credit, Guaranty and Security Agreement (Acterna Corp)
Disposition of Assets. No Group Member Each Borrower will sell not, and will not permit any of its Restricted Subsidiaries to, become a party to or otherwise dispose agree to or effect any disposition of any assets (includingor stock or other equity interests, without limitation, the capital stock of any Subsidiary), except for:
other than (a) sales any disposition of inventoryassets by (i) any Loan Party to any other Loan Party, fixtures and equipment (ii) any non-Loan Party to any Loan Party or (iii) any non-Loan Party to any other non-Loan Party, in each case to effect the ordinary course of business;
Corporate Restructuring or (b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers disposition of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business and sale leasebacks to the extent permitted under §10.6. Notwithstanding the foregoing, (x) if no Default or Event of Default exists or will occur as a result of such disposition or sale, the Borrowers and their Restricted Subsidiaries may lease, sell or otherwise dispose of assets (other Persons than stock and other equity interests) for cash; provided that the aggregate net book value (at the time of disposition thereof and after giving effect to the contemplated disposition) of all such assets shall not materially interfering with the conduct exceed $25,000,000 during any period of the business of Holdco or twelve consecutive months, and (y) no Borrower will, nor will any Borrower permit any of its SubsidiariesRestricted Subsidiaries to, in each case so long as no become a party to or agree to or effect any sales by such grant would adversely affect any Collateral Borrower or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions Restricted Subsidiary of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b)accounts or general intangibles for money due or to become due, (c), (k), (n) and (o) of Section 6.05 and (ii) chattel paper, instruments or documents creating or evidencing a right to payment of money or (iii) other Investments to the extent required by or made receivables (collectively “receivables”), whether pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provideda purchase facility or otherwise, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if than in connection with the disposition of the business operations of such transaction the direct Borrower or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as Restricted Subsidiary relating thereto or a disposition of such interest to the extent defaulted receivables for collection and not as a financing arrangement, and together with any obligation of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause Borrower or Restricted Subsidiary to pay any discount, interest, fees, indemnities, penalties, recourse, expenses or other than this clause (i);amounts in connection therewith.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Disposition of Assets. No Group Member Holdings will not, and will not permit any of its Subsidiaries to, dispose of all or any part of its interest in any asset except that Holdings and its Subsidiaries may sell or otherwise dispose of assets to any assets (including, without limitation, the capital stock of any Subsidiary), except for:
Person other than an Affiliate so long as such sales or other dispositions are (a) approved by the Required Banks; (b) for at least the fair market value of such assets and the aggregate amount of such asset sales is less than $1,000,000 in any 12-month period and, in any such case, Holdings or such Subsidiary complies with the mandatory prepayment provisions and Commitment reduction provisions herein and, in the case of inventoryCollateral, fixtures so long as the conditions to the release of Collateral described herein and equipment in the applicable Security Documents are met; (c) of inventory in the ordinary course of business;; (d)
(bi) dispositions of surplusequipment that has become worn out, obsolete, negligible obsolete or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, damaged or otherwise dispose of accounts receivable unsuitable or no longer needed for use in connection with the compromise business of Holdings or collection thereofany of its Subsidiaries or should be replaced, and not as part the case may be, in each case as determined in good faith by the board of any transactiondirectors of Holdings or its Subsidiary, as the primary purpose case may be; (ii) for at least the fair value of which is to provide financing for Holdco and such equipment, as determined in good faith by the board of directors of Holdings or its Subsidiaries;
; and (iii) the proceeds of the sales of such equipment are used within 120 days of such sales (or such longer period as may be consented to by the Administrative Agent) to (A) purchase equipment used in substantially similar lines of business or (B) repay Loans pursuant to Section 3.03 and until so applied are held in the Reserve Account; or (e) each Foreign Subsidiary may of assets as to which the likely amount of net sales proceeds that would be realized upon a sale of such assets is such that a sale of such assets is not, in the reasonable judgment of the Borrower, economically practicable but such other disposition is otherwise of commercial value to the Borrower; PROVIDED, HOWEVER, that in no case shall sales or other dispositions pursuant to this clause (e) be of assets of a fair market value at the time of such sale which is in excess of an aggregate of $500,000 in any calendar year, and in the case of Collateral, so long as the conditions to the release of Collateral described herein and in the applicable Security Documents are met; PROVIDED, HOWEVER, that notwithstanding the foregoing, Holdings will not, and will not permit any of its Subsidiaries to, sell, with or without recourse, or discount or otherwise dispose of accounts receivable (other than in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases trade discounts in the ordinary course of business consistent with past practice) or otherwise sell for less than the face value thereof, notes or accounts receivable owed to it by its third-party customers or suppliers. The consideration received by Holdings and its Subsidiaries from each sale of assets permitted by this Section 7.11, other Persons than with respect to such sales involving consideration of not materially interfering more than $250,000 in the aggregate in any calendar year, shall be received in whole within 15 days of such sale and at least 70% of the consideration from each sale shall consist of Cash or Cash Equivalents. Any non-Cash proceeds received from the sale of assets constituting Collateral shall be pledged pursuant to and in accordance with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers applicable Security Documents and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);constitute Collateral.
Appears in 1 contract
Disposition of Assets. No Group Member Borrower or Subsidiary of a Borrower will sell directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of related transactions) any assets property (includingincluding accounts and notes receivable, with or without limitationrecourse) or enter into any agreement to do any of the foregoing, the capital stock of any Subsidiary), except forexcept:
(a) sales dispositions of inventory, fixtures and equipment or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) dispositions the sale of surplusequipment to the extent that such equipment is exchanged for credit against the purchase price of other equipment used in connection with the Borrower’s business, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the futureproceeds of such sale are applied with reasonable promptness to the purchase price of such other equipment;
(c) intercompany sales or other intercompany transfers of assets among Group Members all any property of which are Loan Parties, none a Borrower to another Borrower that is a direct or indirect Wholly-Owned Subsidiary of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties▇▇▇▇▇;
(d) each of Holdco and its Subsidiaries may sell, the sale or discount, or otherwise dispose in each case without recourse and in the ordinary course of business, of delinquent accounts and notes receivable arising in the ordinary course of business, but only in connection with the good faith compromise or collection thereof, thereof and not as part of any financing transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount the lease or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases sublease in the ordinary course of business of a non-material portion of its property or assets to any other Persons Person, to the extent such lease or sublease, as the case may be, does not materially interfering and could not reasonably be expected to interfere in any material respect with the conduct of the business of Holdco any Borrower and any interest or title of a lessor or sublessor under any lease (whether a Capitalized Lease or an Operating Lease) permitted by this Agreement;
(f) the sale of its SubsidiariesInvestments permitted pursuant to Sections 6.21(c) or (e), in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related theretobusiness; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;and
(hg) other dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);an aggregate net book value not exceeding $5,000,000 per fiscal year.
Appears in 1 contract
Sources: Credit Agreement (Dolan Co.)
Disposition of Assets. No Group Member Except as otherwise permitted in Section 8.03, the Borrower will sell not, and will not permit ALOSKI or any of their respective Subsidiaries to sell, lease, assign, transfer, or otherwise dispose of any of their respective assets (including, including without limitation, limitation stock or other Equity Interests in any of the capital stock Subsidiaries or any of the voting rights of any Subsidiarysuch stock or other Equity Interests); provided, except forhowever, that the following dispositions shall be permitted so long as the Borrower, ALOSKI and their respective Subsidiaries, as applicable, receive full, fair and reasonable consideration at the time of such disposition at least equal to the fair market value of such asset being disposed and the proceeds of such disposition are deposited in accounts of Borrower maintained at the offices of Administrative Agent:
(a) sales of inventory, fixtures and equipment in the ordinary course of business;
(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases inventory in the ordinary course of business of the Borrower, ALOSKI and their respective Subsidiaries;
(b) non-exclusive licenses of intellectual property and leases and licenses of other property by the Borrower, ALOSKI and their respective Subsidiaries to their respective customers in connection with providing products and services to such customers in the ordinary course of business of the Borrower, ALOSKI and their respective Subsidiaries.
(c) sales, transfers and other Persons not materially interfering with dispositions to the Borrower, ALOSKI or any of their respective wholly-owned Subsidiaries that are Guarantors;
(d) disposition of assets that are worn out, obsolete or no longer used or useful in the conduct of the business of Holdco or the Borrower, ALOSKI and their respective Subsidiaries in Borrower’s reasonable business judgment;
(e) disposition of up to 6 convenience stores during any fiscal year, the proceeds of its Subsidiarieswhich are applied to the Obligations;
(f) disposition of up to 10 convenience stores during any fiscal year, in each case so long as no which are replaced by convenience stores of similar value within six (6) months after the disposition of such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect theretostores;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests disposition of any Subsidiary) convenience stores during any fiscal year which are not owned by any entity which is a party to the Security Agreement, which are not subject to a Lien created under the Loan Documents or which are subject to a Lien permitted by clauses under Section 8.02 (b), ) and (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) other asset dispositions resulting from any casualty or other insured damage to, or any taking under power which do not exceed $1,000,000 in the aggregate during the term of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;this Agreement; and
(i) salesdisposition of any of the convenience stores listed on Schedule 8.09(i), transfers the proceeds of which must be applied by Borrower and dispositions ALOSKI to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Obligations.
Appears in 1 contract
Disposition of Assets. No Group Member will sell The Borrowers shall not, and shall not suffer or permit any of their Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets Property (includingincluding accounts and notes receivable, with or without limitationrecourse) or enter into any agreement to do any of the foregoing, the capital stock of any Subsidiary), except forexcept:
(a) sales (i) dispositions of inventoryinventory and use of cash, fixtures and all in the Ordinary Course of Business, (ii) dispositions of used, worn-out or surplus equipment in the ordinary course Ordinary Course of businessBusiness, (iii) leasing, subleasing, licensing or sublicensing of intellectual property, or real or personal property to third parties, in each case, in the Ordinary Course of Business consistent with past practices, to the extent not interfering with a Borrower or any of its Subsidiaries, and (iv) dispositions of inventory among the Company and its Subsidiaries to the extent permitted by Section 6.6(b);
(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down not otherwise permitted hereunder which are made for fair market value and the mandatory prepayment in the futureamount of the net proceeds of such disposition is made as provided in Section 2.7; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) at least seventy five percent (75%) of the aggregate sales price from such disposition shall be paid in cash, and (iii) the aggregate fair market value of all assets so sold by a Borrower and its Subsidiaries, together, shall not exceed in any fiscal year $1,000,000;
(c) intercompany sales sales, discounts or other intercompany transfers write-offs of assets among Group Members all overdue Accounts for collection in the Ordinary Course of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan PartiesBusiness consistent with past practices;
(d) each sales or other dispositions of Holdco and its Subsidiaries may sell, discount, or otherwise dispose Cash Equivalents in the Ordinary Course of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its SubsidiariesBusiness;
(e) each Foreign Subsidiary may sell, discount issuances of Equity Interests in the Company (including warrants or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is options or similar interests) to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder officers and shall not exceed the total amount of Indebtedness permitted to be incurred employees pursuant to Section 6.03(g);
(f) each a stock ownership or purchase plan or compensation plan of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco a Borrower or any of its Subsidiaries, in each case so long to the extent otherwise permitted pursuant to the terms of this Agreement; provided that no issuances shall be permitted while an Event of Default has occurred or is continuing or would arise as no such grant would adversely affect any Collateral or a result therefrom;
(f) the Agent’s rights or remedies with respect theretogranting of Permitted Liens;
(g) sales, transfers sales or other dispositions expressly permitted pursuant to Section 6.3 and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration6.4;
(h) dispositions resulting from intercompany transfers of assets in the Ordinary Course of Business; provided, that the fair market value of assets transferred to Foreign Subsidiaries shall not exceed $5,000,000 in any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiariesfiscal year;
(i) sales, transfers issuances of Equity Interests to qualifying directors of the Borrowers and the Subsidiaries; and
(j) sales or other dispositions to the extent necessary to effect a transaction otherwise of Investments permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);hereunder.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Commercial Vehicle Group, Inc.)
Disposition of Assets. No Group Member will sell Sell, convey or otherwise dispose lease all or any part of its assets, except as permitted by Section 8.4 hereof and except for (a) sales of Inventory in the ordinary course of business, (b) transfers resulting from casualty or condemnation of property, (c) intercompany sales or transfers of goods, (d) any sale or other transfer of any property or assets not otherwise permitted hereunder provided that the net proceeds of all such sales and transfers shall not exceed, in the aggregate during any fiscal year of Borrower, five percent (5%) of the tangible assets of Borrower and its Subsidiaries, on a consolidated basis and determined in accordance with GAAP, (e) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other Property in the ordinary course of business and which do not materially interfere with the business or operation of any Obligor and which does not otherwise have a Material Adverse Effect, (f) sales/leaseback transactions (provided that Borrower and its Subsidiaries shall not, in the aggregate, consummate more than three (3) sales/leasebacks with respect to Property owned by Borrower or its Subsidiaries as of the Effective Date), and (g) sales of any investment assets (including, without limitation, the capital stock of any Subsidiary)stocks, except for:
(abonds, cash equivalents, etc.) sales of inventory, fixtures and equipment in the ordinary course of business;. Prior to consummation of any single disposition providing for aggregate consideration in excess of $25,000,000, Borrower shall certify to Agent that no Default can reasonably be expected to arise by reason of such transaction. This Section shall be subject to the limitations set forth in Section 8.15 hereof.
(bk) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct 8.6 of the business of Holdco or any of Loan Agreement is hereby amended to read in its Subsidiaries, in each case so long entirety as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);follows:
Appears in 1 contract
Disposition of Assets. No Group Member will sell Not sell, lease, assign, transfer or otherwise dispose of any assets asset or interest therein, except that this Section 6.14 shall not apply to (including, without limitation, the capital stock i) any disposition of any Subsidiary), except for:
(a) sales of inventory, fixtures and equipment asset or any interest therein in the ordinary course of business;
, (ii) any disposition of obsolete or retired property not used or useful in its business, (iii) any disposition of any asset or interest therein (a) for cash or cash equivalents or (b) dispositions of surplusin exchange for utility plant, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales equipment or other intercompany transfers utility assets, other than notes or other obligations, in each case equal to the fair-market value (as determined in good faith by the Board of assets among Group Members Directors of the Borrower) of such asset or interest therein, and provided that such disposition does not constitute a disposition of all or substantially all of which are Loan Partiesthe assets of the Borrower, none (iv) any disposition of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
asset or any interest therein (d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part exclusive of any transactiondisposition permitted by clause (v)) in exchange for notes or other obligations substantially equal to the fair-market value (as determined in good faith by the management of the Borrower or, if the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing consideration for such Foreign Subsidiarydisposition exceeds $100,000,000, by the Board of Directors of the Borrower) of such asset or interest therein, provided that the aggregate amount of all such financings notes or other obligations received after the date hereof from any one obligor in one transaction or a series of transactions shall not exceed a principal 15% of the net book value of the assets of the Borrower, (v) any disposition of accounts receivable, notes receivable or unbilled revenue, the rights related to any of the foregoing and property related to any of the foregoing in connection with Qualified Receivables Transactions and (vi) any disposition of an asset or interest therein (exclusive of any disposition permitted under any of the foregoing clauses (i) through (v)) to an Affiliate of the Borrower in exchange for notes or other obligations substantially equal to the fair-market value (as determined in good faith by the Board of Directors of the Borrower) of such asset or interest therein, provided that the aggregate amount of €65,000,000, notes or other obligations received by the equivalent Borrower from Affiliates of such amount, at the Borrower in exchange for any one time outstanding; provided, further, that asset or interest therein after the amount of any such financing shall be deemed to be Indebtedness hereunder and date hereof shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct 7.5% of the business net book value of Holdco or any the assets of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Borrower.
Appears in 1 contract
Disposition of Assets. No Group Member The Borrower will sell not, and will not permit --------------------- or cause any of its Subsidiaries to, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any assets (includingportion of its assets, without limitationbusiness or properties, or enter into any arrangement with any Person providing for the capital stock lease by the Borrower or any Subsidiary as lessee of any Subsidiary)asset that has been sold or transferred by the Borrower or such Subsidiary to such Person, or agree to do any of the foregoing, except for:
(ai) sales of inventory, fixtures and equipment Investments by the Insurance Subsidiaries in the ordinary course of business;
(bii) dispositions the sale or exchange of surplus, obsolete, negligible used or uneconomical assets including plants currently shut down or shut down in obsolete equipment to the future;
extent (cy) intercompany sales or other intercompany transfers the proceeds of assets among Group Members all of which such sale are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discountapplied towards, or otherwise dispose such equipment is exchanged for, similar replacement equipment or (z) such equipment is no longer necessary for the operations of accounts receivable in connection with the compromise Borrower or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign applicable Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business business;
(iii) the sale, lease or other disposition of assets by a Subsidiary of the Borrower to the Borrower or to another Wholly Owned Subsidiary, to the extent permitted by applicable Requirements of Law and each relevant Insurance Regulatory Authority, provided that (x) -------- immediately after giving effect thereto, no Default or Event of Default would exist, (y) in no event shall the Borrower contribute, sell or otherwise transfer, or permit VFIC to issue or sell, any of the capital stock of VFIC to any other Persons Subsidiary, and (z) such sale or disposition would not materially interfering adversely affect the ability of any Insurance Subsidiary party thereto to pay dividends or otherwise make distributions to its parent;
(iv) the sale or other disposition of any Borrower Margin Stock to the extent the fair market value thereof exceeds 25% of the fair market value of the assets of the Borrower and its Subsidiaries (including Borrower Margin Stock), provided that fair value is received -------- in exchange therefor; and
(v) the sale or disposition of assets outside the ordinary course of business, provided that (w) the net proceeds from any such -------- sale or disposition do not exceed an amount equal to the least of the following: (1) 10% of the total assets of the Borrower and its Subsidiaries on a consolidated basis, (2) 10% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis, and (3) 10% of the total net earnings of the Borrower and its Subsidiaries on a consolidated basis, in each case as determined as of the date of the financial statements of the Borrower and its Subsidiaries most recently delivered under Section 5.1 prior to such time (or, with regard to determinations at any time prior to the initial delivery of financial statements under Section 5.1, as of the date of the most recent financial statements referred to in Section 4.11(a)), (x) immediately after giving effect thereto, the Borrower would be in compliance with the conduct provisions of Section 6.2, such compliance determined on a pro --- forma basis in accordance with Generally Accepted Accounting Principles ----- as if such sale or disposition had been consummated on the last day of the business then most recently ended fiscal quarter, (y) immediately after giving effect thereto, no Default or Event of Holdco Default would exist, and (z) in no event shall the Borrower or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral Subsidiaries sell or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests otherwise dispose of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty capital stock or other insured damage to, ownership interests of VFIC or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Significant Subsidiary.
Appears in 1 contract
Disposition of Assets. No Group Member will sell Sell, lease or otherwise --------------------- dispose of any of, or permit any Subsidiary to sell, lease or otherwise dispose of any assets (includingof, without limitationits Properties, the capital stock including any disposition of Property as part of a sale and leaseback transaction, to or in favor of any Subsidiary)Person, except for:
(ai) sales of inventory, fixtures and equipment Inventory in the ordinary course of business;
(bii) transfers of Property by a Borrower or a Subsidiary to a Borrower or a Domestic Subsidiary that is also a Guarantor;
(iii) transfers of Property by a Foreign Subsidiary to another Foreign Subsidiary whose Securities are subject to a Pledge Agreement;
(iv) dispositions of surplusinvestments described in paragraphs (v), obsolete(vi), negligible or uneconomical assets including plants currently shut down or shut down in (vii) and (viii) of the futuredefinition of the term "Restricted Investments";
(cv) intercompany sales sales, leases or other intercompany transfers dispositions of Equipment or other fixed assets among Group Members all with a fair market value of which are Loan Partiesup to $750,000 in the aggregate in any one calendar year, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties substantially worn, damaged or obsolete and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are replaced with Equipment or other fixed assets of like kind, function and value; provided, that (i) until so -------- replaced, the proceeds of each such disposition shall be applied against the Revolving Credit Loans (but shall not permanently reduce the Revolving Loan Parties Commitments), (ii) a Rebuild Reserve shall be established in the amount thereof, until such time as such amounts are to Group Members be used by Borrowers to replace the Property sold, (iii) the replacement Property shall be acquired within one hundred eighty (180) days after the disposition of the Property to be replaced and (iv) the replacement Property shall be free and clear of Liens other than Permitted Liens that are not Loan PartiesPurchase Money Liens; and provided further, that ---------------- any such amount that it is not timely used to purchase replacement Property as provided herein shall be applied to the Obligations as provided in the second sentence of subsection 3.3.1;
(dvi) sales, leases and other dispositions of Property with a fair market value of up to $750,000 in the aggregate in any one calendar year, so long as (a) no Default or Event of Default is then in existence or would result from such transaction and (b) the proceeds thereof are applied to the Obligations in accordance with subsection 3.3.1;
(vii) sales, leases and other dispositions of Property with a fair market value of greater than $750,000 in the aggregate in any one calendar year, but less than or equal to $3,000,000 in the aggregate in any one calendar year, so long as (a) no Default or Event of Default is then in existence or would result from such transaction, (b) the proceeds thereof are applied to the Obligations in accordance with subsection 3.3.1 and (c) each of Holdco the Agent and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable Tranche B Agent has consented in connection with the compromise or collection thereof, and not as part of any writing to such transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;; and
(eviii) each Foreign Subsidiary may sellsales, discount or otherwise dispose leases and other dispositions of accounts receivable Property with a fair market value in connection with any transaction, the primary purpose excess of which is to provide financing for such Foreign Subsidiary, provided that $3,000,000 in the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at in any one time outstanding; providedcalendar year, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as (a) no Default or Event of Default is then in existence or would result from such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) salestransaction, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), ) the proceeds thereof are applied to the Obligations in accordance with subsection 3.3.1 and (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments each Lender has consented in writing to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);transaction.
Appears in 1 contract
Sources: Loan and Security Agreement (Falcon Products Inc /De/)
Disposition of Assets. No Group Member will sell The Borrower shall not, and shall not suffer or permit any other Subject Entity to, at any time, sell, transfer, lease or otherwise dispose of any of, or grant options, warrants or other rights with respect to, any of its assets (includingincluding Investments and accounts receivable) to any Person, without limitation, other than pursuant to a Permitted Reorganization or to an Obligor or Shares that are subject to the capital stock restrictions below relating specifically to the sale of Shares of any Subsidiary)Company, except forunless:
(ai) sales such disposition is of inventory, fixtures output from any mining project owned by such Subject Entity and equipment is made in the ordinary course of business;
(bii) dispositions such disposition is of surplus, obsolete, negligible obsolete assets which are no longer used or uneconomical required by such Subject Entity or of assets including plants currently shut down or shut down in the futurewhich are to be replaced;
(ciii) intercompany sales subject always to the last two sentences of this Section 11.2(d), such disposition is of Investments for fair value in cash or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Partiesassets;
(div) each such disposition is of Holdco all or any portion of the Agua Rica Project, the Amancaya Project, the ▇▇▇▇▇▇▇▇ Project, the La Pepa Project, the Sao Francisco Mine, the Caiamar Project or the Sao ▇▇▇▇▇▇▇▇ Project; or
(v) the net book value of all assets disposed of by Subject Entities (excluding, however, assets disposed of pursuant to clause (i) or (ii) above) in the same Fiscal Year does not exceed 5% of Total Assets as of the last day of the most recent Fiscal Year that has been reported by the Borrower to the Agent pursuant to Section 11.1(a)(i) and its Subsidiaries may fair value in cash or other assets is received therefor. Notwithstanding anything else set forth in this Section 11.2(d), the Borrower shall not, and shall not suffer or permit any Company to, sell, discountdirectly or indirectly, or otherwise dispose any of accounts receivable in connection with the compromise or collection thereof, and not as part Shares of any transactionCompany if, following such sale, the primary purpose percentage ownership of which the Borrower in a Subject Entity (other than a Holding Company Subsidiary that is to provide financing a Guarantor or any Subsidiary in between such Holding Company and the relevant Material Subsidiary) (whether direct or indirect) would be reduced; provided, however, all of the Shares of such Subject Entity owned, directly or indirectly, by the Borrower may be sold if:
(i) such sale is for Holdco and its Subsidiariescash or other assets at fair market value on an arm’s length basis;
(eii) each Foreign Subsidiary may sell, discount or otherwise dispose contemporaneously with the completion of accounts receivable in connection with any transactionsuch sale, the primary purpose Borrower shall permanently reduce the Total Commitment Amount by an amount equal to the Lenders’ Share of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or Net Proceeds and reduce the equivalent of such amount, at any one time outstanding; provided, further, that outstanding Obligations hereunder by the amount of any resulting Credit Excess. “Lenders’ Share” means the amount, expressed as a percentage, obtained by dividing the Total Commitment Amount at the time of such financing shall be deemed to be Indebtedness hereunder sale by the sum of the Total Commitment Amount at the time of such sale and shall not exceed the total aggregate outstanding principal amount of the Notes and any other unsecured and unsubordinated Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business Borrower at the time of Holdco or any such sale which by its terms (x) enjoys the benefit of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or guarantees comparable to the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) Guarantees and (oy) of Section 6.05 and (ii) other Investments requires the Borrower to prepay or to offer to prepay such Indebtedness in an amount related to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition net proceeds of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i)sale;
Appears in 1 contract
Sources: Loan Agreement (Yamana Gold Inc)
Disposition of Assets. No Group Member will sell The Borrower shall not, and shall not permit any of its Subsidiaries to, make any Asset Sale; provided, however, that the Borrower and its Subsidiaries, or otherwise dispose any of any assets (includingthem, without limitation, the capital stock of any Subsidiary), except formay make Asset Sales if such Asset Sales:
(ai) sales are in the ordinary course of inventory, fixtures and equipment business of assets held for resale in the ordinary course of business or the trade in or replacement of assets in the ordinary course of business,
(ii) consist of assets in exchange for which the Borrower or any Subsidiary receives property or other consideration at least equal to the fair market value of the assets so exchanged as determined by the board of directors of the Borrower; provided that at least ten (10) days prior to the completion of such exchange, the Borrower shall provide to the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent):
(A) a written notification of such exchange describing the assets to be exchanged and the proposed closing date of the exchange;
(bB) dispositions a certificate, executed by an Authorized Signatory of surplusthe Borrower, obsolete(x) certifying that the board of directors has determined that the property or other consideration received by the Borrower and its Subsidiaries is at least equal to the fair market value of the assets so exchanged, negligible (y) attaching calculations evidencing that the property or uneconomical other consideration received by the Borrower and its Subsidiaries is at least equal to the fair market value of the assets including plants currently shut down so exchanged and (z) attaching any other information considered by the board of directors and evidencing the board of directors’ analysis of the attached calculations in making the determination that the property or shut down in other consideration received by the futureBorrower and its Subsidiaries is at least equal to the fair market value of the assets so exchanged;
(cC) intercompany sales such other documentation as the Administrative Agent shall reasonably request; provided further, that any cash or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members Cash Equivalents that are Loan Parties and other intercompany transfers received by the Borrower or any Subsidiary in an aggregate amount connection with any asset exchange pursuant to this Section 7.4(a)(ii) shall be applied pursuant to Section 2.6(b)(iii),
(iii) do not to exceed $25,000,000 from Group Members in the aggregate per fiscal year, so long as:
(A) at least seventy-five percent (75%) of the consideration received in each such Asset Sale (or series of related Asset Sales) is in the form of cash or Cash Equivalents; and
(B) the proceeds of such Asset Sale (or series of related Asset Sales) are applied pursuant to Section 2.6(b)(iii); provided that the aggregate amount of any cash or Cash Equivalents that are Loan Parties received by the Borrower or any Subsidiary pursuant to Group Members that are not Loan Parties;an Asset Sale made during such fiscal year and permitted under Section 7.4(a)(ii) shall be included in determining the amounts of Asset Sales permitted under this Section 7.4(a)(iii),
(div) each consist of Holdco and its Subsidiaries may sell, discount, the sale or otherwise dispose discount without recourse by the Borrower or any Subsidiary thereof of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;,
(ev) each Foreign Subsidiary may sellconsist of leases, discount subleases or otherwise dispose licenses granted by the Borrower or any of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases to third Persons in the ordinary course of business to other Persons that do not materially interfering interfere in any material respect with the conduct of the business of Holdco the Borrower or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;Subsidiaries or
(gvi) sales, transfers and dispositions arise on account of (i) Investments (excluding Investments in the Equity Interests disposition of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Interest Rate Hedge Agreement.
Appears in 1 contract
Disposition of Assets. No Group Member will sell The Borrower shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets property (includingincluding accounts and notes receivable, with or without limitation, recourse) or enter into any agreement to do any of the capital stock of any Subsidiaryforegoing (including without limitation to a Delaware Divided LLC pursuant to a Delaware LLC Division), except for:
for (aa)(i) sales dispositions of inventoryinventory that is Collateral, fixtures and equipment in the ordinary course of business;
; or (ii) the sale, assignment, lease, sublease, conveyance, transfer or other disposition of inventory, products, Crude Oil, services, accounts receivable, credits, obsolete or worn out property, or other property, in each case, that is not Collateral, whether now owned or hereafter acquired, unless such disposition would result in the disposition of all or substantially all of the Borrower’s assets related to the Refineries; (b) dispositions of surplusequipment or real property (other than equipment or real property in or on which Collateral is located or stored) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in (ii) the future;
proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property; (c) intercompany sales the Borrower may lease (as lessee) or other intercompany transfers license (as licensee) real or personal property in the ordinary course of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are business so long as any such lease or license does not Loan Parties create a capital lease obligation or Synthetic Lease Obligation except to Group Members that are Loan Parties the extent permitted by Section 8.06(f); and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries Borrower may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiariesthe Borrower, in each case so long as no such grant would adversely affect any otherwise affects either (i) ▇. ▇▇▇▇’▇ security interest in the asset or property subject thereto under the Supply and Offtake Agreement, or (ii) the security interest of the Collateral Agent or the Sub-Collateral Agent’s rights , as the case may be, in the Collateral; (e) the Borrower may liquidate or remedies otherwise dispose of cash equivalents in the ordinary course of business, in each case for cash at fair market value; (f) the Borrower may dispose of property and assets to the extent such property and assets were the subject of a casualty or condemnation proceedings upon the occurrence of an event that gives rise to the receipt by the Borrower or any of its Subsidiaries, if any, of any cash insurance proceeds or condemnation awards payable (i) by reason of theft, loss, physical destruction, damage, taking or any other similar event with respect thereto;
to any property or assets of the Borrower, or (ii) under any policy of insurance maintained by any of them; (g) sales, transfers and dispositions of (i) Investments (excluding Investments the Borrower’s vehicles in the Equity Interests ordinary course of any Subsidiarybusiness; (h) permitted by clauses (b), (c), (k), (n) transactions consummated under the Supply and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made Offtake Agreement in the ordinary course of business between the parties to agreements related thereto; provided, and in each case, that such sales, transfer or dispositions are made for fair value accordance therewith and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction of property or assets in transactions not otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of by this Section 6.06 which is permitted if and only if permitted by a clause other than 8.03 provided the net sale proceeds recovered from all assets or property sold pursuant to this clause (i);) shall not exceed $5,000,000 in any fiscal year of the Borrower.
Appears in 1 contract
Sources: Uncommitted Credit Agreement (Par Pacific Holdings, Inc.)
Disposition of Assets. No Group Member will sell The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets property (includingincluding accounts and notes receivable, with or without limitationrecourse) or enter into any agreement to do any of the foregoing, the capital stock of any Subsidiary), except forexcept:
(a) sales dispositions of inventory, fixtures and equipment or used, worn-out or surplus equipment, or the sale of sale rights, distribution rights, sales routes, territories or similar rights or assets, all in the ordinary course of business;
(b) dispositions the sale, assignment or other transfer of surplusaccounts receivable, obsoletelease receivables or other rights to payment pursuant to any Securitization Transaction; provided that the aggregate investment or claim held at any time by all purchasers, negligible assignees or uneconomical assets including plants currently shut down other transferees of (or shut down in the futureof interests in) such receivables or other rights to payment shall not exceed $50,000,000;
(c) intercompany sales or other intercompany transfers the sale of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount leased back to the Borrower or a Subsidiary, involving amounts not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties30,000,000 in the aggregate in any fiscal year;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, transactions contemplated by the primary purpose of which is to provide financing for Holdco and its Subsidiaries;▇▇▇▇▇▇▇’▇ Sale; and
(e) each Foreign Subsidiary may sell, discount or dispositions not otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of permitted hereunder which is to provide financing are made for such Foreign Subsidiary, fair market value; provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in at the Equity Interests time of any Subsidiary) permitted by clauses (b)disposition, (c), (k), (n) and (o) no Event of Section 6.05 Default shall exist or shall result from such disposition and (ii) other Investments the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries on or after the Closing Date (but excluding the assets disposed of pursuant to the extent required by or made ▇▇▇▇▇▇▇’▇ Sale) shall not exceed 25% of the greater of (x) the total assets of the Borrower as of the Closing Date (but excluding the assets disposed of pursuant to customary buy/sell arrangements made in the ordinary course ▇▇▇▇▇▇▇’▇ Sale) or (y) the highest amount of business between total assets of the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power Borrower as shown on the Borrower’s balance sheet as of eminent domain or by condemnation or similar proceeding of, any property or asset the end of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to fiscal year ending after the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Closing Date.
Appears in 1 contract
Disposition of Assets. No Group Member will sell Engage in any Asset Sale or otherwise directly or indirectly sell, assign, lease, convey, transfer or otherwise dispose of all or any assets (includingportion of its assets, without limitationbusiness or property, or agree to do any of the capital stock of any Subsidiary)foregoing, except forexcept:
(ai) sales dispositions of inventoryinventory or used, fixtures and worn-out or surplus property or equipment or Permitted Cash Investments, in each case in the ordinary course of business;
(bii) dispositions sale of surplus, obsolete, negligible any business unit of the Borrower or uneconomical assets including plants currently shut down or shut down any Subsidiary that the Board of Directors of the Borrower determines in the futuregood faith to be non-material;
(ciii) intercompany sales any Asset Sale so long as (A) such transaction is on an arm's length basis, (B) no Event of Default or other intercompany transfers Potential Default is continuing or would result from such Asset Sale, (C) the purchase price paid to the Borrower or such Subsidiary for such asset shall be not less than the fair market value of assets among Group Members all such asset at the time of which are Loan Partiessuch sale, none (D) the purchase price for such asset shall be paid to the Borrower or such Subsidiary solely in cash (except for non-cash consideration in the form of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers promissory notes in an aggregate principal amount for all such transactions not to exceed $25,000,000 from Group Members that are Loan Parties 1,000,000 at any time outstanding so long as each such promissory note is, promptly upon consummation of the applicable transaction, pledged and delivered to Group Members that are the Lender pursuant to the Pledge and Security Agreement), (E) the aggregate book value of assets sold pursuant to this paragraph in any Fiscal Year does not Loan Partiesexceed five percent (5%) of the Borrower's consolidated total assets (determined in accordance with GAAP) as of the last day of the preceding Fiscal Year, and (F) the Borrower shall apply the Cash Proceeds of such Asset Sale as required by Section 2.5(d)(i);
(div) each so long as no Event of Holdco and Default or Potential Default is continuing or would result from the proposed transaction, the grant of an option or other right to purchase an asset in a transaction that would be permitted under this Section 5.3(b);
(v) the sale, lease, transfer or other disposition of assets by any of the Borrower's Subsidiaries to the Borrower;
(vi) sales, transfers or other dispositions of fixed assets or equipment by the Borrower or any of its Subsidiaries may sell, discountto the extent that such equipment is traded in for credit against the purchase price of other fixed assets or equipment, or otherwise dispose that the proceeds of accounts receivable such sale are applied to the purchase price of such other fixed assets or equipment within one hundred eighty (180) days from the date of sale, transfer or disposition;
(vii) non-exclusive licenses; and
(viii) licenses granted outside of the United States in connection with the compromise settlement or collection thereofresolution of the Galley Litigation; PROVIDED, and not as part HOWEVER, that neither the Borrower nor any Subsidiary shall dispose of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest leaseback of Holdco in a Group Member is reducedany asset, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause sale-leasebacks of equipment effected less than one hundred eighty (i);180) days after the Borrower or such Subsidiary shall have acquired such equipment.
Appears in 1 contract
Disposition of Assets. No Group Member will sell Sell, assign, lease, consign or otherwise dispose of any assets of its Properties (includingincluding any Equity Interests) or any interest therein, without limitationincluding any disposition of Property as part of a sale and leaseback transaction, the capital stock to or in favor of any Subsidiary)Person, except for:
(ai) sales of inventory, fixtures and equipment Inventory by Remington or any Subsidiary (other than Brands or Factors) in the ordinary course Ordinary Course of business;
Business of Remington or such Subsidiary unless an Event of Default exists hereunder and Agent in writing has demanded surrender of possession of such Inventory or otherwise required that no further disposition of such Inventory be made, (bii) dispositions of surplusEquipment to the extent authorized by Section 8.4.2 hereof, obsolete(iii) a transfer of Property by a Subsidiary of a Borrower to such Borrower or to another Wholly-Owned Subsidiary that is a Guarantor or by a Foreign Subsidiary to another Foreign Subsidiary of such Borrower (except that neither Brands nor Factors shall sell or otherwise transfer any of their assets to a Person other than Remington), negligible (iv) the abandonment or uneconomical assets including plants currently shut down other disposition of patents, trademarks or shut down other Intellectual Property that are, in the future;
(c) intercompany sales reasonable judgment of Borrowers no longer economically practicable to maintain or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers useful in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco Borrowers or any of its their Subsidiaries, in each case so long as no such grant would adversely affect (v) other dispositions expressly permitted by other provisions of the Credit Documents, (vi) other dispositions by Remington of any Collateral or the Agent’s rights or remedies with respect thereto;
Property (g) sales, transfers and dispositions of (i) Investments (excluding Investments in the other than Equity Interests in Brands and Factors and any rights of Remington under License Agreements) provided that the fair market value of all such Properties disposed of by Remington in any Subsidiary) permitted by clauses (b)Fiscal Year does not exceed, in aggregate, $2,500,000, and provided that, at the time of each such disposition and after giving effect thereto, no Event of Default or Out-of-Formula Condition exists, (c), (k), (nvii) sales of Accounts by Remington to Factors pursuant to the Factoring Documents and (oviii) licenses of Section 6.05 and (ii) other Investments Intellectual Property by Brands to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Remington.
Appears in 1 contract
Disposition of Assets. No Group Member will sell Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, the capital stock of any Subsidiaryreceivables and leasehold interests), whether now owned or hereafter acquired, except for:
(ai) sales obsolete or worn out property disposed of inventory, fixtures and equipment in the ordinary course of business or property that is no longer useful in the conduct of the Borrowers' businesses disposed of in the ordinary course of business;
; (bii) dispositions the sale, transfer or exchange of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down inventory in the future;
ordinary course of business; (ciii) transfers resulting from any casualty or condemnation of property or assets; (iv) with the authority of the Bankruptcy Court, if required, after application therefor, any sale or other transfer of any property or assets constituting fixed assets in an arm's-length transaction, at fair market value in which, in the case of any such property or assets that are sold for consideration in excess of $5,000,000, at least 75% of such consideration therefor received by the Credit Party is in the form of cash (any such sale or transfer made pursuant to this clause (iv), an "Asset Disposition"); provided that the Net Proceeds of the sales and transfers made pursuant to this clause (iv) in the aggregate shall not exceed $50,000,000 unless the Net Proceeds are applied in accordance with the proviso in Section 2.13(d), (v) intercompany sales or other intercompany transfers of assets among Group Members all made in the ordinary course of business; (vi) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business and which are Loan Parties, none do not materially interfere with the business of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties the Borrowers and other intercompany transfers their respective Subsidiaries; (vii) any consignment arrangements or similar arrangements for the sale of assets in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
the ordinary course of business; (dviii) each the sale or discount of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof, and not as part (ix) with the authority of the Bankruptcy Court, if required, after application therefor, any sale or other transfer in an arm's-length transaction at fair market value of any transaction, the primary purpose of which is tangible property or assets related to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable used in connection with operations that have been discontinued or, with the Bankruptcy Court's approval, are to be discontinued for consideration in an amount not to exceed $500,000 in the aggregate, (x) with the authority of the Bankruptcy Court, if required, after application therefor, any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, assignment or the equivalent of such amount, other transfer in an arm's-length transaction at any one time outstanding; provided, further, that the amount fair market value of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any intangible property or asset of any Group Member assets (including, without limitation, contract rights) related to or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if used in connection with such transaction operations that have been discontinued or, with the direct Bankruptcy Court's approval, are to be discontinued, which assignment or indirect interest transfer shall not materially interfere with the businesses of Holdco in a Group Member is reducedthe Borrowers and their respective Subsidiaries, such transaction shall be treated as a disposition and (xi) with the authority of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted Bankruptcy Court, if and only if permitted by a clause other than this clause (i);required, after application therefor, the asset sales set forth on Schedule 6.11.
Appears in 1 contract
Sources: Credit, Guarantee and Security Agreement (Gentek Inc)
Disposition of Assets. No Group Member will sell The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets 101250789 property (includingincluding accounts and notes receivable, with or without limitation, recourse) or enter into any agreement to do any of the capital stock of foregoing (including any Subsidiarysale-leaseback), except forexcept:
(a) sales dispositions of inventory, fixtures and equipment or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) dispositions the sale, assignment or other transfer of surplusaccounts receivable, obsolete, negligible lease receivables or uneconomical assets including plants currently shut down other rights to payment or shut down any interest in the futureforegoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) intercompany sales Dispositions of property by any Subsidiary to the Borrower or other intercompany transfers to a Wholly-Owned Subsidiary; provided that if the transferor of assets among Group Members all of which are Loan Partiessuch property is not an Excluded Subsidiary, none of which are Loan Parties, from Group Members which are the transferee must either be the Borrower or a Subsidiary that is not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;Excluded Subsidiary; and
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of other dispositions which is to provide financing are made for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, fair market value; provided that (i) at the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing disposition, no Event of Default shall be deemed to be Indebtedness hereunder and exist or shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no result from such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 disposition and (ii) other Investments to the extent required aggregate value of all assets so disposed of by or made pursuant to customary buy/sell arrangements made the Borrower and its Subsidiaries in any one-year period (calculated as of the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset date of any Group Member or its Subsidiaries;
(isuch disposition) sales, transfers and dispositions to shall not exceed 20% of Consolidated Tangible Assets as of the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction last day of the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);most recently ended fiscal quarter.
Appears in 1 contract
Disposition of Assets. No Group Member will sell The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets property (includingincluding accounts and notes receivable, with or without limitationrecourse) or enter into any agreement to do any of the foregoing, the capital stock of any Subsidiary), except forexcept:
(a) sales dispositions of inventory, fixtures and equipment or used, worn-out or surplus equipment, or the sale of sale rights, distribution rights, sales routes, territories or similar rights or assets, all in the ordinary course of business;
(b) dispositions of surplusany such sale, obsoleteassignment, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales lease, conveyance, transfer or other intercompany transfers of assets disposition among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco Borrower and its Subsidiaries;
(ec) each Foreign Subsidiary may sellthe sale, discount assignment or otherwise dispose other transfer of accounts receivable in connection with receivable, lease receivables or other rights to payment pursuant to any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, Securitization Transaction; provided that the aggregate amount investment or claim held at any time by all purchasers, assignees or other transferees of all (or of interests in) such financings receivables or other rights to payment shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g)$100,000,000;
(fd) each dispositions of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases defaulted receivables in the ordinary course of business to other Persons not materially interfering with for collection;
(e) dispositions permitted by Section 8.04 and Section 8.05;
(f) non-exclusive licenses of intellectual property rights in the conduct ordinary course of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect theretobusiness;
(g) sales, transfers any disposition of cash and dispositions of (i) Cash Equivalents Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash considerationbusiness;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset the unwinding of any Group Member or its SubsidiariesSwap Contract;
(i) sales, transfers and dispositions the sale of assets that are leased back to the extent necessary Borrower or a Subsidiary, involving amounts not to effect exceed $50,000,000 in the aggregate in any fiscal year;
(j) any transfer arising out of the granting or creation of a transaction Lien permitted by Section 8.02;
(k) any disposition occurring by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of its property;
(l) disposition of leasehold improvements or leased assets upon the termination of the lease;
(m) any such sale, assignment, lease, conveyance, transfer or other disposition of assets pursuant to a Tax Incentive Transaction;
(n) any disposition required by any Governmental Authority as a condition to the Diamond Acquisition; and
(o) dispositions not otherwise permitted under Section 6.02hereunder which are made for fair market value; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);) at the time of any disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries on or after the Amendment No. 3 Signing Date shall not exceed 25% of the greater of (x) the total assets of the Borrower as of the Amendment No. 3 Signing Date or (y) the highest amount of total assets of the Borrower as shown on the Borrower’s balance sheet as of the end of any fiscal year ending after the Amendment No. 3 Signing Date.
Appears in 1 contract
Disposition of Assets. No Group Member will sell Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets Property (including, without limitation, including the capital stock Equity Interests of any Subsidiary)Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement (except forto the extent such agreement is conditioned on obtaining any required consent or amendment hereunder) to do any of the foregoing, except:
(a) sales to any Person of inventory, fixtures and equipment or worn out or surplus equipment, all in the ordinary course of business;
(b) any of the following, subject to Section 6.17 hereof:
(i) dispositions by any Subsidiary that is not a Loan Party to the Borrower or any other Subsidiary;
(ii) dispositions by any Loan Party to any other Loan Party; and
(iii) dispositions of surplus, obsolete, negligible any Property that does not constitute ABL Priority Collateral (other than cash or uneconomical assets including plants currently shut down or shut down in the futureCash Equivalents and intercompany notes) by any Loan Party to any Subsidiary that is not a Loan Party;
(c) intercompany sales in a transaction authorized by Section 6.03 or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan PartiesSection 6.04;
(d) each the sale of Holdco and its Subsidiaries may sell, discount, payment obligations owing to any Subsidiary of the Borrower that is not a Loan Party under sale or otherwise dispose of accounts receivable service contracts in connection with the compromise or collection thereof, and not as part limited recourse third party financing of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiariessuch contracts consistent with prudent business practices;
(e) each Foreign Subsidiary may sellother sales, discount or otherwise dispose assignments, leases, conveyances, transfers and other dispositions of accounts receivable in connection with any transaction, assets after the primary purpose of which is to provide financing for such Foreign Subsidiary, Restatement Effective Date; provided that the aggregate amount book value of all such financings assets so sold, leased, conveyed, transferred or disposed of shall not exceed a principal amount (x) in any Fiscal Year, 7.5% of €65,000,000the Consolidated Assets or (y) in all such transactions occurring after the Restatement Effective Date, or 15% of the equivalent Consolidated Assets, with the Consolidated Assets being determined, for the purpose of such amountapplying the foregoing percentage test, at any one time outstandingbased on the financial statements most recently delivered pursuant to Section 5.01 (or, if prior to the date of delivery of the first financial statements to be delivered pursuant to Section 5.01, the most recent financial statements referred to in Section 3.11(a)); provided, further, that (i) at the amount time of any disposition, (x) no Default or Event of Default shall exist or shall result from such financing shall be deemed disposition and (y) after giving pro forma effect to be Indebtedness hereunder (1) any disposition of Accounts included as part of such disposition and shall (2) any repayment of Loans substantially concurrent with such disposition, the 1112ACTIVE 224321401v.2 Aggregate Revolving Exposure would not exceed the total amount of Indebtedness permitted Borrowing Base as computed on a pro forma basis by the Borrower (such calculation to be incurred provided by the Borrower to the Administrative Agent at the Administrative Agent’s request), (ii) the Loan Parties were in compliance with the covenants set forth in Section 6.18 as of the end of the most recent Fiscal Quarter for which financial statements have been delivered hereunder (regardless of whether any such covenant is required to be tested as of such date pursuant to Section 6.03(g6.18), computed on a pro forma basis, and (iii) any such sales, assignments, leases, conveyances, transfers and other dispositions shall be made for Fair Market Value and, during any period during which the Administrative Agent shall be exercising its right to cash dominion pursuant to Section 5.11, for at least 75% Cash Consideration;
(f) each sales, assignments, leases, conveyances, transfers or other dispositions of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;assets by Specified JVs; and
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 Permitted Sales-Type Lease Transactions and (ii) other Investments assignments of STL Related Accounts in connection with any Permitted Sales-Type Lease Transaction to a Qualified Trustee pursuant to a Qualified Trust Arrangement, so long as (A) the interest of the Loan Parties in such STL Related Accounts remains subject to the extent required by or made pursuant to customary buy/sell arrangements made security interest of the Administrative Agent under the Collateral Documents, (B) such STL Related Accounts are not included in the ordinary course calculation of business between the parties Borrowing Base, (C) the Borrower has determined in its commercially reasonable discretion that it is not practicable to agreements related thereto; provided, consummate such Permitted Sales-Type Transaction without the assignment of such STL Related Accounts and (D) the purchaser in each case, connection with such Permitted Sales-Type Lease Transaction has entered into an agreement in form and substance reasonably acceptable to the Administrative Agent which includes provisions to the effect that such sales, transfer or dispositions are made for fair value and for at least 80% cash considerationpurchaser recognizes the Administrative Agent’s security interest in such STL Related Accounts;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or Sale and Leaseback Transactions permitted by condemnation or similar proceeding of, any property or asset of any Group Member or its SubsidiariesSection 6.15;
(i) salesthe sale, transfers and dispositions transfer or disposition to the extent necessary to effect a transaction customers of products, buildings, properties, systems, infrastructure or other assets constructed, developed or otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct acquired for or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition on behalf of such interest to the extent customers; and
(j) dispositions of such reduction cash and Cash Equivalents as consideration for purposes of goods and services, expenses (including compensation expense) or other transactions permitted under, or not prohibited by, this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Agreement.
Appears in 1 contract
Sources: Credit Agreement (Unisys Corp)
Disposition of Assets. No Group Member will sell The Company shall not, and shall not permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets property (includingincluding accounts and notes receivable, with or without limitationrecourse) or enter into any agreement to do any of the foregoing, the capital stock of any Subsidiary), except forexcept:
(a) sales dispositions of inventoryInventory, fixtures and equipment or worn-out or surplus equipment, all in the ordinary course of business;
(b) dispositions the sale of surplusequipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, obsoleteor the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment, negligible or uneconomical assets including plants currently shut down or shut down unless such equipment is not needed in the futureCompany's or such Subsidiary's business;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan PartiesAccounts Receivable under a Permitted Receivables Facility;
(d) each dispositions not otherwise permitted hereunder (including the disposition of Holdco all of the capital stock of any operating Subsidiary by sale of stock or by merger of such Subsidiary with or into another Person and including a disposition pursuant to a sale and lease-back transaction) which are made for fair market value if the fair market value of all assets so disposed of by the Company and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable under this clause (d) does not exceed $25,000,000 in connection with the compromise or collection thereof, and not as part aggregate; provided that (i) at the time of any transactiondisposition, the primary purpose no Event of which is to provide financing for Holdco and its Subsidiaries;Default or Unmatured Event of Default shall exist or will result
(e) each Foreign mergers expressly permitted by clauses (i) and (ii) of Section 8.3 or transfers by any Wholly-Owned Subsidiary may sell, discount of the Company of its assets upon its liquidation to the Company or otherwise dispose any of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g)its Wholly-Owned Subsidiaries;
(f) each dispositions (including by means of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course a Sale/Leaseback Transaction) of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect theretoAssets Held for Sale which are made for fair market value;
(g) sales, transfers and dispositions of assets for not less than fair market value in Sale/Leaseback Transactions permitted under Section 8.18 (i) Investments (excluding Investments in provided that the Equity Interests fair market value of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made all property sold pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash considerationthis clause (g) may not exceed $25,000,000);
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power by the Company of eminent domain or by condemnation or similar proceeding of, any property or asset up to 49% of any Group Member or its Subsidiaries;the equity interests of the South American Joint Venture Subsidiary; and
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if of assets not exceeding $2,000,000 in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction any fiscal year for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);non-cash consideration.
Appears in 1 contract
Disposition of Assets. No Group Member will sell The Borrowers shall not, and shall not suffer or otherwise dispose permit the other Obligors to, Dispose of any of their respective assets (including, without limitation, the capital stock of any Subsidiary), except forother than Dispositions of:
(ai) sales inventory disposed of inventory, fixtures and equipment in the ordinary course of business;
(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business (including pursuant to other Persons not materially interfering with the conduct Existing Stream Agreements, Offtake Agreements and any carbon fines sales agreements); 51334597.3 Third Amended and Restated Credit Agreement - Equinox
(ii) worn out, unserviceable or obsolete equipment;
(iii) property and assets of an Obligor to another Obligor, provided that if the disposing Obligor has granted a Lien in favour of the business Administrative Agent over the asset or property subject to such disposal, equivalent security over such asset or property shall be granted in favour of Holdco the Administrative Agent by the acquiring Obligor substantially concurrently with such Obligor’s acquisition of such asset or property, in each case, on terms and conditions satisfactory to the Administrative Agent;
(iv) any Immaterial Subsidiary or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral their assets or the Agent’s rights or remedies with respect theretoproperty;
(gv) salesall Shares or other securities from time to time held by the Obligors in an entity whose Shares are traded on a recognized stock exchange,
(vi) other assets of the Obligors the aggregate Net Disposition Proceeds of which from and including the Restatement Date do not exceed $100,000,000;
each a “ Permitted Disposition”, transfers and dispositions and, in the case of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (bvi), (c)provided that a Disposition will be deemed not to be a Permitted Disposition if a Default or Event of Default has occurred and is continuing at the time of such Disposition or would arise immediately after such Disposition as a result thereof. For the avoidance of doubt, (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made a Restricted Forward Sale Transaction shall not constitute a commodity sale transaction in the ordinary course of business between for the parties purposes hereof. The Borrowers shall not suffer or permit Premier Hardrock to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power Dispose of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Greenstone Project Partnership Securities.
Appears in 1 contract
Disposition of Assets. No Group Member will sell The Company and the other Borrowers shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets property (includingincluding accounts and notes receivable, with or without limitationrecourse) or enter into any agreement to do any of the foregoing, the capital stock of any Subsidiary), except forexcept:
(a) sales dispositions of inventory, fixtures and equipment or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) dispositions of surpluslost or significantly damaged equipment (e.g., obsolete, negligible or uneconomical assets including plants currently shut down or shut down lost in the futurehole);
(c) intercompany sales the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or other intercompany transfers the proceeds of assets among Group Members all such sale are reasonably promptly applied to the purchase price of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;such replacement equipment; and
(d) each dispositions not otherwise permitted hereunder which are made for fair market value; provided, that (i) at the time of Holdco and its Subsidiaries may sellany disposition, discountno Event of Default shall exist or shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash or otherwise dispose of accounts receivable in connection with on payment terms satisfactory to the compromise Company or collection thereofthe applicable other Borrower(s) or Subsidiaries, and not as part (iii) the aggregate book value of any transactionall assets of the Company, the primary purpose of other Borrowers and their respective Subsidiaries, together, shall not be reduced at any time to an amount which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose less than 80% of accounts receivable in connection with any transactionthe aggregate book value of all assets of the Company, the primary purpose of which is to provide financing for such Foreign Subsidiaryother Borrowers and their respective Subsidiaries, provided that together, on the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or Closing Date as reflected on the equivalent of such amount, at any one time outstandingPro Forma Balance Sheet; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall this subsection 7.02(d) does not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and authorize dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b)accounts receivable, (c)with or without recourse, (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if except in connection with the sale of the assets of a Subsidiary or an operating unit or division thereof to whom such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);accounts receivable are payable.
Appears in 1 contract
Disposition of Assets. No Group Member will sell The Borrower shall not, and shall not suffer or permit any other Obligor to, at any time, sell, transfer, lease or otherwise dispose of any of, or grant options, warrants or other rights with respect to, any of its assets (includingincluding Investments and accounts receivable) to any Person, without limitation, the capital stock of any Subsidiary), except forunless:
(ai) sales such disposition is of inventory, fixtures output from any mining project owned by such Obligor and equipment is made in the ordinary course of business;
(bii) dispositions such disposition is of surplus, obsolete, negligible obsolete assets which are no longer used or uneconomical required by the relevant Obligor or of assets including plants currently shut down or shut down in the futurewhich are to be replaced;
(ciii) intercompany sales the net book value of all assets disposed of by the Obligors (excluding, however, assets disposed of pursuant to clause (a) or (b)) in the same Fiscal Year does not exceed U.S.$5,000,000 (or the equivalent thereof in any other currency) in the aggregate and fair value in cash or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;is received therefor; or
(div) each such sale, transfer, lease or disposal is of Holdco an Excluded Property or, except where such sale, transfer, lease or disposal would reasonably be expected to have a Material Adverse Effect, is made to another Obligor. Notwithstanding any other provision hereof, the Borrower shall not, and its Subsidiaries shall not suffer or permit the other Companies to, sell, transfer or otherwise dispose (by way of Sale Leaseback or otherwise) of directly or indirectly any Shares in any Subject Entity (including, without limitation, the Secured Assets) other than pursuant to a Permitted Reorganization. Notwithstanding the foregoing, the Borrower may sell, discountor cause to be sold, for cash any Shares in any Subject Entities (and any related intercompany Indebtedness) or any assets comprising any Material Projects not otherwise dispose of accounts receivable in connection permitted hereby if such sale is on an arm’s length basis and contemporaneous with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent completion of such amountsale the Borrower shall comply with Section 9.4 and the RT Facility and the NRT Facility, at any one time outstanding; providedas applicable, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred are permanently reduced pursuant to Section 6.03(g);
(f) each 2.3 and the Borrower, upon completion of Holdco and its Subsidiaries may grant licensessuch sale would not, sublicenseson a pro forma basis, leases or subleases be in the ordinary course breach of business to other Persons not materially interfering with the conduct any of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
financial covenants under Sections 11.1 (g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (bp), (c), (k), (nq) and (or) as at the date of Section 6.05 such sale and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each casefollowing such sale, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from no Indebtedness to any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction Company shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted owed by a clause other than this clause (i);any Subject Entity whose Shares are so sold.
Appears in 1 contract
Sources: Credit Agreement (Yamana Gold Inc)
Disposition of Assets. No Group Member will sell Sell, lease, license, transfer or otherwise dispose (which shall include, for purposes of this Section 4.08, any redesignation of any assets (including, without limitation, Restricted Subsidiary as an Unrestricted Subsidiary pursuant to the capital stock definition of "Restricted Subsidiary" herein) of any Subsidiary)asset (which shall include, but not be limited to, for purposes of this Agreement, any Capital Securities or other ownership interests) or any interest therein, except for:
that this Section 4.08 shall not apply to (a) sales any disposition of inventory, fixtures and equipment property in the ordinary course of business;
, (b) dispositions any disposition of surplusany obsolete or retired property not used or required in its business, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales any disposition of any asset or other intercompany transfers any interest therein by a Restricted Subsidiary to the Borrower or a Restricted Subsidiary or any disposition of assets among Group Members all of which are Loan Partiesany asset or any interest therein by the Borrower to a Restricted Subsidiary, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each any sale or assignment of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of delinquent accounts receivable in connection with the compromise or other trade receivables (or notes evidencing such receivables) to a collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount agency or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases similar service in the ordinary course of business business, (e) any transaction to other Persons not materially interfering with the conduct which any of the business other provisions of Holdco or this Agreement (other than Section 4.10) is by its express terms inapplicable and (f) any of its Subsidiariesother disposition (including any such redesignation), in each case so long as no Default shall have occurred and be continuing immediately prior to or after giving effect to such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;disposition and
(i) salessuch disposition is a sale to any Person for cash or other marketable consideration (which shall include the cash portion of an exchange of assets by the Borrower or a Restricted Subsidiary pursuant to clause (ii) below) in an amount not less than the fair market value of the assets sold net of the liabilities assumed, transfers and dispositions as determined in the good faith judgment of the Board of Directors of the Borrower or the applicable Restricted Subsidiary, and
(A) unless the Required Agents shall have otherwise consented in writing, the percentage equal to the extent necessary sum of
(1) the Cash Flow Percentage attributable to effect a transaction otherwise permitted under Section 6.02; provided that if such assets (or, in connection with the case of any such transaction the direct or indirect interest of Holdco in a Group Member is reducedredesignation, such transaction shall be treated as a disposition Restricted Subsidiary),
(2) plus the Cash Flow Percentage (determined, with respect to prior sales or redesignation of Restricted Subsidiaries, at the time of each such interest sale or redesignation) attributable to all other assets sold (and Restricted Subsidiaries so redesignated) by the extent of such reduction for purposes of this Section 6.06 which is permitted if Borrower and only if permitted by a clause other than its Restricted Subsidiaries pursuant to this clause (i) within the prior twelve calendar month period (or, if shorter, the period from the Closing Date);,
(3) plus (without duplication), with respect to all Cash Portion Exchanges by the Borrower and the Restricted Subsidiaries within the prior twelve calendar month period (or, if shorter, the period from the Closing Date), the aggregate of the Net Cash Flow Percentages with respect to such Cash Portion Exchanges,
(4) minus the Cash Flow Percentage attributable to any Unrestricted Subsidiary (that had formerly been a Restricted Subsidiary) redesignated as a Restricted Subsidiary pursuant to the definition of "Restricted Subsidiary" herein within the prior twelve calendar month period (or, if shorter, the period from the Closing Date) (such subtracted Cash Flow Percentage to be determined as of the date of such redesignation after giving effect thereto), does not exceed 25%, and
(B) the percentage equal to the sum of
(1) the Cash Flow Percentage attributable to such assets (or, in the case of any such redesignation, such Restricted Subsidiary),
(2) plus the Cash Flow Percentage (determined, with respect to prior sales or redesignation of Restricted Subsidiaries, at the time of each such sale or redesignation) attributable to all other assets sold (and Restricted Subsidiaries so redesignated) by the Borrower and its Restricted Subsidiaries pursuant to this clause (i) since the Closing Date,
(3) plus (without duplication), with respect to all Cash Portion Exchanges by the Borrower and the Restricted Subsidiaries since the Closing Date, the aggregate of the Net Cash Flow Percentages with respect to such Cash Portion Exchanges,
(4) minus the Cash Flow Percentage attributable to any Unrestricted Subsidiary (that had formerly been a Restricted Subsidiary) redesignated as a Restricted Subsidiary pursuant to the definition of "Restricted Subsidiary" herein since the Closing Date (such subtracted Cash Flow Percentage to be determined as of the date of such redesignation after giving effect thereto), does not exceed 50%, or
Appears in 1 contract
Disposition of Assets. No Group Member will sell Sell or otherwise dispose of any assets (including, without limitation, the capital stock of any Subsidiary), ) except for:
for (ai) sales of inventory, fixtures and equipment in the ordinary course of business;
, (bii) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
assets, (ciii) intercompany sales or other intercompany transfers among the Borrower and the Guarantors hereto, (iv) the abandonment of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members intellectual property that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course reasonable judgment of business to other Persons not materially interfering with the Borrower no longer useful in the conduct of the business of Holdco or any of the Borrower and its Subsidiaries, (v) sales in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) salesarm's length transactions, transfers at fair market value and dispositions of (i) Investments (excluding Investments for cash payable at closing in an amount not to exceed $5,000,000 in the Equity Interests aggregate since the Closing Date; provided that upon receipt of Net Proceeds of any Subsidiarysales described in clause (v) permitted by clauses (bhereof, the Borrower will comply with the provisions of Section 2.13(b), (c), vi) sales of receivables and related assets (k), (nincluding contact rights) of a Foreign Subsidiary of the type specified in the definition of "Qualified Receivables Transaction" to a Receivables Subsidiary for the fair market value thereof including consideration in the form of purchase money notes in connection therewith; and (ovii) sales of receivables and related assets (including contract rights) of Section 6.05 the type specified in the definition of "Qualified Receivables Transactions" by Receivables Subsidiaries to third parties (other than Debtors and their Domestic Subsidiaries) for the fair market value thereof; provided that either (iix) other Investments such sales shall be conducted in connection with refinancing of Indebtedness of a Foreign Subsidiary but only to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided 6.03(ii) and only with respect to such Indebtedness that if was secured by receivables of such Foreign Subsidiary or (y) net investment outstanding (or similar concept) by third parties in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction transactions shall be treated as a disposition of such interest applied against and subject to the extent of limitation set forth in such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i6.03(x);.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Guaranty Agreement (Collins & Aikman Corp)
Disposition of Assets. No Group Member will sell Not sell, lease, assign, transfer or otherwise dispose of any assets (including, without limitation, the capital stock of any Subsidiary)asset or interest therein, except for:
that this Section 6.14 shall not apply to (a) sales any disposition of inventory, fixtures and equipment any asset or any interest therein in the ordinary course of business;
, (b) dispositions any disposition of surplusobsolete or retired property not used or useful in its business, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales any disposition of any asset or interest therein (i) for cash or cash equivalents or (ii) in exchange for utility plant, equipment or other intercompany transfers utility assets, other than notes or other obligations, in each case equal to the fair market value (as determined in good faith by the Board of assets among Group Members Directors of the Borrower) of such asset or interest therein, and provided that such disposition does not constitute a disposition of all or substantially all of which are Loan Partiesthe assets of the Borrower, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each any disposition of Holdco and its Subsidiaries may sell, discount, an asset or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part any interest therein (exclusive of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
disposition permitted by clause (e)) each Foreign Subsidiary may sell, discount in exchange for notes or otherwise dispose other obligations substantially equal to the fair market value (as determined in good faith by the Board of accounts receivable in connection with any transaction, Directors of the primary purpose Borrower) of which is to provide financing for such Foreign Subsidiaryasset or interest therein, provided that the aggregate amount of all such financings notes or other obligations received after the date hereof from any one obligor in one transaction or a series of transactions shall not exceed a principal 15% of the net book value of the assets of the Borrower, (e) any disposition of accounts receivable, notes receivable or unbilled revenue, the rights related to any of the foregoing and property related to any of the foregoing in connection with Qualified Receivables Transactions and (f) any other disposition of an asset or interest therein (exclusive of any disposition permitted under any of the foregoing clauses (a) through (e)) to an Affiliate of the Borrower in exchange for notes or other obligations substantially equal to the fair market value (as determined in good faith by the Board of Directors of the Borrower) of such asset or interest therein, provided that the aggregate amount of €65,000,000, notes or other obligations received by the equivalent Borrower from Affiliates of such amount, at the Borrower in exchange for any one time outstanding; provided, further, that asset or interest therein after the amount of any such financing shall be deemed to be Indebtedness hereunder and date hereof shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct 7.5% of the business net book value of Holdco or any the assets of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Borrower.
Appears in 1 contract
Disposition of Assets. No Group Member will sell Sell, lease or otherwise dispose of any assets (includingof, without limitationor permit any of its Subsidiaries to sell, the capital stock lease or otherwise dispose of any Subsidiary)of, its Properties, including any disposition of Property as part of a sale and leaseback transaction, to or in favor of any Person, except for:
(ai) sales of inventory, fixtures Inventory and equipment collections of Accounts in the ordinary course of business;
(bii) transfers of Property to a Borrower by another Borrower or by a wholly-owned Subsidiary of such Borrower;
(iii) dispositions of surplusinvestments described in paragraphs (iv), obsolete(v), negligible or uneconomical assets including plants currently shut down or shut down in (vi) and (vii) of the futuredefinition of the term "Restricted Investments";
(civ) intercompany sales or other intercompany (A) sales, leases, transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount dispositions of Non-Core Fixed Assets, (B) the merger or consolidation of any Inactive Subsidiary or any Person that does not to exceed $25,000,000 from Group Members own any assets other than Non-Core Fixed Assets with any other Person that are Loan Parties to Group Members is a Borrower or a Subsidiary Guarantor (provided that are not Loan Partiessuch other Person that is a Borrower or Subsidiary Guarantor is the Person surviving such merger or consolidation) and (C) the liquidation, dissolution or winding up of any Inactive Subsidiary;
(dv) each sales, leases and other dispositions of Holdco and its Subsidiaries may sell, discount, or otherwise dispose Property with a fair market value of accounts receivable up to $2,500,000 in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at in any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiariesfiscal year, in each case so long as (a) no such grant Event of Default is in existence or would adversely affect any Collateral or result therefrom and (b) the Agent’s rights or remedies with consideration received in respect theretothereof is all cash and is equal to the fair market value thereof;
(gvi) so long as no Event of Default exists, sales, transfers and leases or other dispositions of Equipment or other fixed assets that are worn, excess, damaged or obsolete or consist of scrap and that (i) Investments (excluding Investments other than in the Equity Interests case of any Subsidiaryscrap) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) are replaced with Equipment or other Investments to the extent required by or made pursuant to customary buy/sell arrangements made fixed assets that are usable in the ordinary course of business between of the parties to agreements related theretoapplicable Borrower or Subsidiary of a Borrower; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;and
(hvii) dispositions resulting from any casualty or other insured damage to, or any taking under power licenses of eminent domain or by condemnation or similar proceeding of, any property or asset Intellectual Property in the ordinary course of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);business.
Appears in 1 contract
Disposition of Assets. No Group Member will sell Neither Borrower nor any of its Subsidiaries that are Guarantors shall permit any Disposition (whether in one or otherwise dispose a series of transactions) of any property or assets (includingincluding Accounts, notes receivable, and/or chattel paper, with or without limitationrecourse) or enter into any agreement so to do, the capital stock of any Subsidiary), except forexcept:
(a) sales Dispositions of inventory, fixtures Motor Vehicles and equipment other inventory in the ordinary course of business;
(b) dispositions Dispositions of surplusassets, obsolete, negligible properties or uneconomical assets businesses (including plants currently shut down or shut down in Subsidiaries and Franchises) by the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco Borrower or any of its Subsidiaries, transferred or otherwise disposed of in the ordinary course of business, including Disposition of assets, including Franchises, the Disposition of which the Borrower determines to be in its best interest, provided, (i) no Event of Default will result from such Disposition, (ii) the Borrower shall be in compliance with Section 6.11 and (iii) the total Loans outstanding shall not exceed the Advance Limit, in each case case, after giving effect to such Disposition;
(c) Dispositions of equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business;
(d) Dispositions occurring as the result of a casualty event, condemnation or expropriation;
(e) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Borrower not otherwise permitted by clauses (a) through (d) of this Section 6.4; provided, that the Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Borrower as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay the Obligations or the obligations under the Bank of America Agreement;
(f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions Event of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (bDefault exists under Section 7.1(b), (c), (kf) or (g), ;
(ng) Dispositions of chattel paper and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made retail sales contracts in arm’s-length transactions for fair value in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash considerationbusiness;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;As permitted in Section 6.3; and
(i) sales, transfers and dispositions Dispositions of assets (i) by the Borrower to any Guarantor or (ii) by any Subsidiary to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct Borrower or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);any Guarantor.
Appears in 1 contract
Sources: Revolving Credit Agreement (Asbury Automotive Group Inc)
Disposition of Assets. No Group Member The Borrower will sell not, nor will --------------------- the Borrower permit any of its Subsidiaries to, become a party to or otherwise dispose agree to or effect any disposition of any assets (includingassets, without limitation, the capital stock of any Subsidiary), except for:
other than (a) sales the disposition of inventory, fixtures and equipment assets in the ordinary course of business;
, consistent with past practices or the transfer of assets from any Subsidiary to the Borrower; (b) dispositions the contribution by the Borrower of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in to any joint venture to the future;
extent such an Investment is permitted pursuant to (S)10.3(m); (c) intercompany sales to the extent such a transaction would be considered a disposition of assets, the execution and delivery by the Borrower or any of its Subsidiaries of any ground lease on any Real Estate with any Person in an arms-length transaction for fair and reasonable value; (d) the sale or other intercompany transfers disposition by the Borrower or any of its Subsidiaries of any Undeveloped Land to any Person other than a Subsidiary in an arms-length transaction for fair and reasonable value; (e) other dispositions of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members other than Asset Swaps to any third parties which are not Loan Parties Affiliates in an arms-length transaction for fair and reasonable value; (f) Asset Swaps to Group Members that are Loan Parties any unaffiliated third parties in an arms-length transaction for fair and other intercompany transfers reasonable value in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each 20,000,000 during the term of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiarythis Credit Agreement, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments the -------- acquisition by the Borrower or such Subsidiary of the asset to be acquired pursuant to any Asset Swap is permitted pursuant to (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b)S)10.5.1 hereof, (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by Borrower or made pursuant to customary buy/sell arrangements made in such Subsidiary has complied with all the ordinary course of business between the parties to agreements related theretocovenants and requirements contained herein as if such acquisition was a Permitted Acquisition; provided, in each case, that and (iii) such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member Asset Swap is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);also considered an "Asset Swap"
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Petro Stopping Centers L P)
Disposition of Assets. No Group Member will sell None of the Borrowers shall, or shall suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets property (includingincluding accounts and notes receivable, with or without limitationrecourse) or enter into any agreement to do any of the foregoing, the capital stock of any Subsidiary), except forexcept:
(a) sales dispositions of inventory, fixtures and equipment or used, worn‑out or surplus property, all in the ordinary course of business;
(b) dispositions the sale of surplusequipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the futureproceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment;
(c) intercompany sales dispositions of Receivables of Toro or other intercompany transfers of assets among Group Members all of which are Loan Partiesany Subsidiaries to Red Iron and, none of which are Loan Partiesto the extent TCC has become a Borrower hereunder pursuant to Section 2.17, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan PartiesTCC;
(d) each dispositions by any Originator of Holdco and its Subsidiaries may sell, discount, Receivables pursuant to Receivables Purchase Facilities or otherwise dispose other disposition of accounts receivable in connection with the compromise Receivables at any time of Toro or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries, whether pursuant to a securitization facility, a factoring arrangement or other manner of monetization thereof provided that the outstanding unpaid amount of all such Receivables so sold in the aggregate shall not at any time exceed $200,000,000;
(e) each Foreign Subsidiary may selldispositions (i) made in accordance with Toro’s investment policy, discount or otherwise dispose of accounts receivable (ii) made in connection with any transactionAcquisitions, the primary purpose (iii) dispositions of which is interests in Joint Ventures; (iv) dispositions in connections with Swap Contracts, (v) permitted dispositions of Subsidiaries, (vi) dispositions in connection with purchases by Toro of shares of its capital stock and associated rights to provide financing for such Foreign Subsidiary, provided that the aggregate amount purchase shares of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred Toro’s preferred stock pursuant to Section 6.03(gToro’s shareholder rights plan to the extent permitted by Sections 6.11 and 7.04(c), and (vii) disposition of interests in Red Iron;
(f) each dispositions not otherwise permitted hereunder; provided, that (i) at the time of Holdco any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so sold by Toro and its Subsidiaries shall not exceed in any fiscal year 15% of the consolidated total assets of Toro and its Subsidiaries determined as of the end of the most recently ended fiscal quarter of Toro;
(g) Toro or any Subsidiary, including any Subsidiary Borrower, may grant licensessell, sublicensesassign, leases lease, convey, transfer or subleases otherwise dispose of assets to one of the Borrowers or another Wholly-Owned Subsidiary or in connection with the discontinuance of any line of business if the discontinuance of such line of business will not result in a Material Adverse Effect;
(h) dispositions or transfers of cash or other property including capital stock (i) in payment for goods or services in the ordinary course of business to other Persons the extent not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 otherwise prohibited hereunder and (ii) other Investments in connection with investments, including (A) investments in accordance with Toro’s investment policy as adopted from time to time, (B) extensions of credit in the extent required nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business or extensions of credit by any Borrower to any of Toro’s Wholly-Owned Subsidiaries or made pursuant by any of Toro’s Wholly-Owned Subsidiaries to customary buy/sell arrangements any Borrower or to another of Toro’s Wholly-Owned Subsidiaries or extensions of credit made in the ordinary course of its business between the parties consistent with past practices to agreements related thereto; provideddistributors or dealers of Toro’s and its Subsidiaries’ products, (C) investments incurred in each caseorder to consummate Acquisitions, that such sales(D) investments in Joint Ventures, transfer or dispositions are (E) investments under Swap Contracts, (F) investments made for fair value in Subsidiaries, and for at least 80% cash consideration(G) investments in Red Iron;
(hi) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiariescondemnation;
(ij) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise in connection with Restricted Payments permitted under Section 6.02; provided that if 7.04;
(k) dispositions in connection with such transaction the direct granting of Permitted Liens; and
(l) dispositions in connection with the payment of Contingent Obligations or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Indebtedness not otherwise prohibited hereunder.
Appears in 1 contract
Sources: Credit Agreement (Toro Co)
Disposition of Assets. No Group Member Each Borrower will sell not, and will not permit any of its Restricted Subsidiaries to, become a party to or otherwise dispose agree to or effect any disposition of any assets (including, without limitation, the capital or stock of any Subsidiary), except for:
(a) sales of inventory, fixtures and equipment in the ordinary course of business;
(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers equity interests, other than the disposition of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business and sale leasebacks to the extent permitted under Section 10.6. Notwithstanding the foregoing, (a) if no Default or Event of Default exists or will occur as a result of such disposition or sale, the Borrowers and their Restricted Subsidiaries may lease, sell or otherwise dispose of assets (other Persons than stock and other equity interests) for cash; provided that the aggregate net book value (at the time of disposition thereof and after giving effect to the contemplated disposition) of all such assets shall not materially interfering with the conduct exceed $25,000,000 during any period of the business of Holdco or twelve consecutive months, and (b) neither Borrower will, nor will permit any of its SubsidiariesRestricted Subsidiaries to, in each case so long as no become a party to or agree to or effect any sales by such grant would adversely affect any Collateral Borrower or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions Restricted Subsidiary of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b)accounts or general intangibles for money due or to become due, (c), (k), (n) and (o) of Section 6.05 and (ii) chattel paper, instruments or documents creating or evidencing a right to payment of money or (iii) other Investments to the extent required by or made receivables (collectively "receivables"), whether pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provideda purchase facility or otherwise, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if than in connection with the disposition of the business operations of such transaction the direct Borrower or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as Restricted Subsidiary relating thereto or a disposition of such interest to the extent defaulted receivables for collection and not as a financing arrangement, and together with any obligation of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause Borrower or Restricted Subsidiary to pay any discount, interest, fees, indemnities, penalties, recourse, expenses or other than this clause (i);amounts in connection therewith.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Disposition of Assets. No Group Member will sell The Borrower shall not, nor shall it suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any assets property (includingincluding accounts and notes receivable, with or without limitationrecourse) or enter into any agreement to do any of the foregoing, the capital stock of any Subsidiary), except forexcept:
(a) sales dispositions of inventory, fixtures and equipment or used, worn‑out or surplus property, all in the ordinary course of business;
(b) dispositions the sale of surplusequipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the futureproceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment;
(c) intercompany sales dispositions of Receivables of the Borrower or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties any Subsidiaries to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan PartiesRed Iron;
(d) each dispositions by any Originator of Holdco and its Subsidiaries may sell, discount, Receivables pursuant to Receivables Purchase Facilities or otherwise dispose other disposition of accounts receivable in connection with Receivables at any time of the compromise Borrower or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries, whether pursuant to a securitization facility, a factoring arrangement or other manner of monetization thereof provided that the outstanding unpaid amount of all such Receivables so sold in the aggregate shall not at any time exceed $200,000,000;
(e) each Foreign Subsidiary may selldispositions (i) made in accordance with the Borrower’s investment policy, discount or otherwise dispose of accounts receivable (ii) made in connection with any transactionAcquisitions, (iii) dispositions of interests in Joint Ventures; (iv) dispositions in connections with Swap Contracts, (v) permitted dispositions of Subsidiaries, (vi) dispositions in connection with purchases by the primary purpose Borrower of which is shares of its capital stock and associated rights to provide financing for such Foreign Subsidiary, provided that purchase shares of the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred Borrower’s preferred stock pursuant to Section 6.03(gthe Borrower’s shareholder rights plan to the extent permitted by Sections 6.11 and 7.04(c), and (vii) disposition of interests in Red Iron;
(f) each dispositions not otherwise permitted hereunder; provided, that (i) at the time of Holdco any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so sold by the Borrower and its Subsidiaries shall not exceed in any fiscal year 15% of the consolidated total assets of the Borrower and its Subsidiaries determined as of the end of the most recently ended fiscal quarter of the Borrower;
(g) the Borrower or any Subsidiary may grant licensessell, sublicensesassign, leases lease, convey, transfer or subleases otherwise dispose of assets to the Borrower or a Wholly-Owned Subsidiary or in connection with the discontinuance of any line of business if the discontinuance of such line of business will not result in a Material Adverse Effect;
(h) dispositions or transfers of cash or other property including capital stock (i) in payment for goods or services in the ordinary course of business to other Persons the extent not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 otherwise prohibited hereunder and (ii) other Investments in connection with investments, including (A) investments in accordance with the Borrower’s investment policy as adopted from time to time, (B) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business or extensions of credit by the Borrower to any of the Borrower’s Wholly-Owned Subsidiaries or by any of the Borrower’s Wholly-Owned Subsidiaries to the extent required by Borrower or made pursuant to customary buy/sell arrangements another of the Borrower’s Wholly-Owned Subsidiaries or extensions of credit made in the ordinary course of its business between consistent with past practices to distributors or dealers of the parties Borrower’s and its Subsidiaries’ products, (C) investments incurred in order to agreements related thereto; providedconsummate Acquisitions, (D) investments in each caseJoint Ventures, that such sales(E) investments under Swap Contracts, transfer or dispositions are (F) investments made for fair value in Subsidiaries, and for at least 80% cash consideration(G) investments in Red Iron;
(hi) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiariescondemnation;
(ij) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise in connection with Restricted Payments permitted under Section 6.02; provided that if 7.04;
(k) dispositions in connection with such transaction the direct granting of Permitted Liens; and
(l) dispositions in connection with the payment of Contingent Obligations or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);Indebtedness not otherwise prohibited hereunder.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Toro Co)
Disposition of Assets. No Group Member will sell or otherwise dispose of any assets (including, without limitation, the capital stock of any Subsidiary), except for:
(a) sales of inventory, fixtures and equipment in the ordinary course of business;
(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;
(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);
(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);
(j) Specified Dispositions;
(k) sales in arm’s length transactions, at fair market value and for at least 80% cash consideration, in an aggregate amount not to exceed $100,000,000; and
(l) other sales of assets having a fair market value not in excess of $35,000,000 in the aggregate.
Appears in 1 contract
Sources: Term Loan and Guaranty Agreement (Tower International, Inc.)
Disposition of Assets. No Group Member will sell Sell, assign, lease, consign or otherwise dispose of any assets (including, without limitation, the capital stock or Property or any interest therein to or in favor of any Subsidiary)Person, except for:
(ai) sales and dispositions of Cash and Cash Equivalents, (ii) sales of inventory, fixtures and equipment Inventory in the ordinary course Ordinary Course of business;
Business, (biii) sales and other dispositions in the Ordinary Course of surplus, Business of obsolete, negligible worn-out or uneconomical assets including plants currently shut down surplus Equipment no longer used or shut down usable in the future;
business of Borrowers or any Subsidiary for so long as no Default or Event of Default shall have occurred and be continuing, (civ) intercompany termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from a Borrower’s default, (v) sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers dispositions approved in writing by Agent and Required Lenders, (vi) sales of Inventory made on consignment and in the Ordinary Course of Business in an aggregate amount not to exceed $25,000,000 from Group Members that are Loan Parties 5,000,000 at any time, (vii) other sales of assets or Property with an aggregate fair market or book value (whichever is greater) not to Group Members that are not Loan Parties;
(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable exceed $5,000,000 in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;
(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, consecutive 12-month period; provided that the aggregate amount of all such financings (a) Borrowers shall not exceed a principal amount of €65,000,000, or be required to repay the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred Revolving Loans pursuant to Section 6.03(g);
4.3.1 (fsubject to Section 4.7 hereof) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct proceeds from the sale or other disposition of the business assets or Property sold or disposed of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;
(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;
(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);, (ii), (iv) or (vi) hereof, (viii) sales, assignments or other dispositions of assets by a Subsidiary of SRC to SRC and (b) Borrowers shall be required to repay Revolving Loans pursuant to Section 4.3.1 (subject to Section 4.7 hereof) with the proceeds from all other sales and dispositions of assets or Property sold or disposed of pursuant to this Section 9.2.2 if such assets or Property constitute Collateral at the time of such sale or disposition.
Appears in 1 contract