Disposition of Property Clause Samples
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Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of ...
Disposition of Property. At the completion of the term of this Agreement, items of property with an acquisition value greater than $5,000 shall be disposed of in the following manner: Purchased by the Performer at an agreed-upon price, the price to represent fair market value, with the proceeds of the sale being returned to DARPA; or Transferred to a Government research facility with title and ownership being transferred to the Government; or Donated to a mutually agreed University or technical learning center for research purposes; or Any other DARPA-approved disposition procedure.
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11;
(b) in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof;
(c) Dispositions permitted by Sections 7.4(a), (b) and (e);
(d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary;
(e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date;
(f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7;
(g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10;
(h) the Disposi...
Disposition of Property. 1. Grantee will follow the procedures in the American Hospital Association’s (AHA) “Estimated Useful Lives of Depreciable Hospital Assets” in disposing, at any time during or after the Contract term, of equipment purchased with the System Agency funds, except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state, or when the acquisition price of the equipment is equal to or greater than $5,000.
2. All other equipment not listed in the AHA reference (other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than $5,000) will be controlled by the requirements of UGMS.
3. If, prior to the end of the useful life, any item of equipment is no longer needed to perform services under this Contract, or becomes inoperable, or if the equipment requires licensure or registration or had an acquisition price equal to or greater than $5,000, ▇▇▇▇▇▇▇ will request disposition approval and instructions in writing from the contract manager assigned to this Contract.
Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:
(i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing,
(ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and
(iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair...
Disposition of Property. 50 7.03 Mergers.................................................. 50 7.04 Encumbrances............................................. 51 7.05
Disposition of Property. Any and all property which may be removed from the premises by Landlord pursuant to the authority of this lease, or of law, to which Tenant are or may be entitled, may be handled, removed and stored by Landlord at Tenant' risk, cost, and expense, provided, however, that Landlord shall use reasonable care and caution to prevent any damage or loss in removing and storing such property. Tenant shall pay to Landlord, upon demand, any and all such reasonable expenses incurred in such removal and all reasonable storage charges against such property so long as the property shall be in Landlord's possession or under Landlord's control. Any personal property remaining in the premises after the expiration of the term of this lease or any such property which is not retaken from storage by Tenant within 30 days after Landlord's repossession of the premises shall be conclusively deemed to have been forever abandoned by Tenant and may be sold and otherwise disposed of by Landlord.
Disposition of Property. At the completion of the term of this Agreement, items of property set forth in Attachment *X* or any other items of property with an acquisition value greater than $5,000 shall be disposed of in the following manner:
1. Purchased by the Performer at an agreed-upon price, the price to represent fair market value, with the proceeds of the sale being returned to DARPA; or
2. Transferred to a Government research facility with title and ownership being transferred to the Government; or
3. Donated to a mutually agreed University or technical learning center for research purposes; or
4. Any other DARPA-approved disposition procedure.
Disposition of Property. Make any Disposition of its Property, whether now owned or hereafter acquired, except (a) Dispositions of obsolete Property or Property with no material remaining useful life, (b) Dispositions in an aggregate amount not to exceed $2,000,000 in any Fiscal Year ending after the Closing Date or $8,000,000 in the aggregate from and after the Closing Date to the Termination Date; provided that (i) at the time of any such Disposition pursuant to clause (b) only, no Default or Event of Default shall exist or shall result from such Disposition and (ii) the sales price relating to a Disposition (pursuant to clause (a) or (b)) shall be paid in Cash and/or Indebtedness or other evidence of an Investment permitted pursuant to Section 6.14(h), and (c) Dispositions pursuant to any order of any Governmental Agency in an eminent domain proceeding and any settlement of any such proceeding.
Disposition of Property. The Borrower shall not, directly or indirectly, Dispose of, in one transaction or a series of transactions, all or substantially all of its business or property, whether now owned or hereafter acquired; it being acknowledged and agreed that any Disposition of the Borrower’s transmission assets in one or more transactions which account, in aggregate from the Restatement Effective Date, for less than 50% of the greater of the consolidated total assets of the Borrower and its Subsidiaries taken as a whole and as shown on (i) the consolidated balance sheet of the Borrower as of the last day of the immediately preceding fiscal year in which such balance sheet was prepared or (ii) the consolidated balance sheet of the Borrower as of December 31, 2021 shall not constitute a Disposition of “all or substantially all” assets and shall be permitted hereunder.