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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9; (p) Dispositions of minority interests in joint ventures; and (q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 5 contracts
Sources: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
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 Dispositions of (i) obsolete or worn out property or (ii) any property that is is, in the reasonable judgement of Borrower, no longer used economically practicable to maintain or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case any material respect in the ordinary course of businessbusiness of the Group Members;
(b) the Disposition Dispositions of inventory 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)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6(b)(ii)(A);
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, or (ii) in connection with any transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that this clause (g) will not permit the Disposition of the Capital Stock of Appian Switzerland by Appian UK, unless the Group Member to which the Capital Stock of Appian Switzerland is so disposed is also a wholly-owned Subsidiary of Appian UK;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of real property;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Restricted Payments permitted by Section 7.6, Investments permitted by Section 7.7 and Liens permitted by Section 7.3;
(m) any Foreign Subsidiary (other than Appian UK) may issue Capital Stock to qualified directors where required by or to satisfy any applicable Requirement of Law, including any Requirement of Law with respect to ownership of Capital Stock in Foreign Subsidiaries;
(n) Dispositions of other property having a fair market value not to exceed $1,000,000,000 5,000,000 in the aggregate for any fiscal year of the Borrower;
(h) Group Members, provided that at the Dispositions listed on Schedule 7.5(htime of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans in accordance with Section 2.12(e);
(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 of Qualified Litigation Rights in connection with any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary Permitted Litigation Financing so long as no Event of Default has occurred and is continuing at least 65% the time the definitive documentation with respect to such Permitted Litigation Financing is consummated and upon the incurrence of the Capital Stock of any such other Foreign Subsidiary (or Permitted Litigation Financing. provided, however, that any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 (other than (x) Dispositions solely between Loan Parties, (y) Dispositions solely between Group Members that are not Loan Parties or (z) Dispositions between a Loan Party and a Group Member that is not a Loan Party in which the terms thereof in favor of a Loan Party are at least arm’s length terms) shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 4 contracts
Sources: Credit Agreement (Appian Corp), Credit Agreement (Appian Corp), Credit Agreement (Appian Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of the Borrower or any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete obsolete, damaged, uneconomic or worn out machinery, parts, property or (ii) any equipment, or property that is or equipment no longer used or useful useful, in the conduct of the business of the Borrower its business, whether now owned or its Subsidiaries, in each case in the ordinary course of businesshereafter acquired;
(b) the Disposition sale of inventory and owned or leased vehicles, each in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(a), Investments permitted under Section 7.7 (other than Section 7.7 b), (mc), (d) and Restricted Payments permitted under Section 7.6(e);
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that Subsidiary Guarantor or, if any sale or issuance Subsidiary is not a Loan Party, to any other Group Member;
(e) any Subsidiary of the Borrower may Dispose of any Subsidiary Guarantor’s Capital Stock shall only be assets to the Borrower or another any Subsidiary Guarantor or, subject to Section 8.7(g) (to the extent applicable), any other Group Member, and any Subsidiary that is not a Subsidiary Guarantor may Dispose of any assets, or issue or sell Capital Stock, to any other Subsidiary that is not a Subsidiary Guarantor;
(ef) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program cash 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 businessbusiness in transactions not otherwise prohibited by this Agreement;
(lg) non-exclusive licenses with respect to Intellectual Property, leases or subleases granted to third parties in accordance with any applicable terms of the abandonment, termination or other disposition of Intellectual Property or leasehold properties Security Documents and in the ordinary course of business; and
(m) dispositionsbusiness which, discounts in the aggregate, do not materially detract from the value any Collateral or forgiveness of accounts receivable in connection materially interfere with the collection or compromise thereof;
(n) Dispositions ordinary conduct of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower business of the Loan Parties 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9their Subsidiaries;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 4 contracts
Sources: Credit Agreement (Microsemi Corp), Credit Agreement (Microsemi Corp), Credit Agreement (Microsemi Corp)
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 sale of inventory and other assets (including securities and derivatives) in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b6.3(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 the 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 of the Guarantor (other than the Borrower) to the Borrower or another Subsidiary Guarantorany Group Member;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program sale by any Loan Party of its property or the Centre Point Financing Programassets to another Loan Party, (ii) the sale by any Subsidiary of the Guarantor (other than the Borrower) of its property or assets to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessanother Group Member;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerany Restricted Payment or Investment that is permitted to be made, and is made, under Section 6.5 or 6.7, respectively;
(g) the Disposition lease, assignment or sublease 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 property in the ordinary course of business;
(lh) sales or grants of licenses or sublicenses to use the abandonmentGuarantor’s or any of its Subsidiaries’ trademarks, termination patents, trade secrets, know-how or other disposition of Intellectual Property intellectual property and technology to the extent that such sale, license or leasehold properties sublicense does not prohibit the licensor from using such trademark, patent, trade secret, know-how, technology or other intellectual property and is in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(ni) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions the sale by the Borrower Guarantor or any of its Subsidiaries of computer and other similar equipment not to exceed $30,000,000 in the aggregate;
(j) any Foreign Subsidiary to Disposition of property or issuance or sale of any other Foreign Subsidiary so long as at least 65% shares of the Capital Stock of any Subsidiary of the Guarantor (other than the Borrower) so long as (i) no Default shall have occurred and be continuing or would exist after giving effect thereto, (ii) such other Foreign Subsidiary (or any parent company Disposition to a Person that is not a Group Member is for consideration at least equivalent to the fair market value of such other Foreign Subsidiaryproperty or Capital Stock and (iii) is pledged the Guarantor shall be in compliance, on a pro forma basis after giving effect to such Disposition, with the Administrative Agent pursuant to covenants contained in Section 6.9;
(p) Dispositions 6.1 recomputed as at the last day of minority interests in joint venturesthe most recently ended fiscal quarter of the Guarantor and the Subsidiaries as if such Disposition had occurred on the first day of each relevant period for testing such compliance; and
(qk) any the Disposition of any Foreign Subsidiary and any holding company formed property in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes a Sale/Leaseback Transaction within six months of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment acquisition of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)property.
Appears in 4 contracts
Sources: Credit Agreement (Investment Technology Group, Inc.), Credit Agreement (Investment Technology Group, Inc.), Credit Agreement (Investment Technology Group, Inc.)
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 and its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory or Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b7.4(c), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under by Section 7.67.6 and Investments permitted by Section 7.7;
(d) the sale Disposition 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 the licensing and cross-licensing arrangements of any Related Eligible Assets (i) in connection with the AESOP Financing Program technology 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 intellectual 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;
(lf) the abandonmentDisposition of any property or assets (i) to any Loan Party and (ii) by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party;
(g) transfers of property as a result of any Recovery Event;
(h) leases, termination or other disposition occupancy agreements and subleases of Intellectual Property or leasehold properties property in the ordinary course of business;
(i) the Disposition by the Borrower and certain of its Subsidiaries of account receivables of General Motors Corporation, Chrysler LLC and their affiliates and customary related property to special purpose vehicles established by General Motors Corporation and Chrysler LLC pursuant to the United States Department of the Treasury’s Auto Supplier Support Programs;
(j) the Disposition of receivables and customary related assets (i) in connection with a Receivables Financing Transaction or (ii) pursuant to factoring programs on customary market terms for such transactions and with respect to receivables of, and generated by, Group Members that are not Loan Parties;
(k) the Disposition for fair market value of certain assets in Sweden related to the transfer of certain programs to a competitor as previously disclosed to the Administrative Agent;
(l) the exchange or transfer within China of Chinese Acceptance Notes by Chinese Subsidiaries of the Borrower; 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower property (other than Disqualified Stock receivables and customary related assets) having a fair market value not to exceed 5% of Consolidated Total Tangible Assets in the aggregate during any fiscal year of the Borrower) or any Subsidiary and ; provided that the release of Net Cash Proceeds thereof are applied to prepay the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, Loans to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received required by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.9(b).
Appears in 4 contracts
Sources: Credit Agreement (Lear Corp), Credit Agreement (Lear Corp), Credit Agreement (Lear Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or obsolete, worn out or surplus 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 Dispositions of inventory 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)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6(b)(ii)(A);
(d) the sale or issuance of any Subsidiary’s the Capital Stock of a Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided that any sale other Loan Party, 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) by a Subsidiary that is not a Loan Party to any Securitization Entity another Subsidiary that is not a Loan Party or (iii) in connection with any transaction that does not result in a Change of Control;
(e) the incurrence use or transfer of any Securitization Indebtednessmoney, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(f) the sale non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Group Member which acquires the property;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of real property;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower;
(h) , provided that at the Dispositions listed on Schedule 7.5(h);
(i) Dispositions time of properties subject to condemnationany such Disposition, eminent domain no Event of Default shall have occurred and be continuing 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 businesswould result from such Disposition; and
(m) dispositionsRestricted Payments permitted by Section 7.6, 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 Investments permitted under by Section 7.77.8 and Liens permitted by Section 7.3. provided, including a Specified Transaction;
(o) Dispositions by the Borrower or however, that 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 such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 (other than Dispositions (x) solely between Loan Parties, (y) Dispositions solely between Group Members that are not Loan Parties or (z) Dispositions between a Loan Party and a Group Member that is not a Loan Party in which the terms thereof in favor of a Loan Party are at least arm’s length terms) shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 4 contracts
Sources: Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.), Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.), Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.)
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;
(gi) the Disposition of other property having a fair market value not to exceed $1,000,000,000 200,000,000 in the aggregate for any fiscal year of the Borrower, (ii) any Disposition of fleet vehicles of Dollar Target and its Subsidiaries, and (iii) other divestitures required by a Governmental Authority in connection with, resulting from or related to the DTA Acquisition upon consummation of the DTA Acquisition Step 1;
(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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 3 contracts
Sources: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Incremental Facilities Agreement (Avis Budget Group, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, worn out, damaged or worn out surplus 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 sale of inventory (including content) 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 7.69.4;
(d) the sale or issuance of Capital Stock of any Restricted Subsidiary to Holdings or any other Restricted Subsidiary of Holdings (provided that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of the Borrower’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 GuarantorU.S. Holdings;
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale licensing or sublicensing 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 condemnationpatents, eminent domain or taking;
(j) leasestrademarks, subleases, licenses and sublicenses of real or personal propertycopyrights, and other 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 rights in the ordinary course of business;
(lg) the abandonmentDispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(h) licenses, termination sublicenses, leases or subleases with respect to any property or assets (including inventory) (other disposition of than patents, trademarks, copyrights and other Intellectual Property or leasehold properties rights) granted to third Persons in the ordinary course of business; andprovided, that the same do not in any material respect interfere with the business of the Group Members, taken as a whole, or materially detract from the value of the relative assets of the Group Members, taken as a whole;
(i) Dispositions to, between or among Group Members that are Loan Parties;
(j) Dispositions between or among any Group Member that is not a Loan Party and any other Group Member that is not a Loan Party;
(k) Dispositions of any Foreign Subsidiary that is not a Subsidiary Guarantor by the Borrower or a Subsidiary Guarantor to another Wholly Owned Subsidiary of the Borrower;
(l) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business;
(m) dispositionsDispositions constituting (i) Investments permitted under Section 9.7, (ii) Restricted Payments permitted under Section 9.6 or (iii) Sale Leaseback Transactions permitted under Section 9.10;
(n) 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;
(o) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(p) the abandonment or cancellation of Intellectual Property that the Borrower in its reasonable business judgment, deems no longer useful to maintain;
(q) the unwinding of any Swap Agreements;
(r) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(s) Dispositions of property; provided that (A) not less than 75% of the consideration payable to the Group Members in connection with such Disposition is in the form of cash or Cash Equivalents; provided that for purposes of this clause (A), assumed liabilities and Designated Non-Cash Consideration may be deemed cash at the Borrower’s election so long as the total designation of such assumed liabilities and Designated Non-Cash Consideration at any time does not exceed 5.0% of the Consolidated Total Assets of Holdings and its Restricted Subsidiaries at such time, (B) the consideration payable to the Group Members in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in good faith) and (C) the Net Cash Proceeds from such Disposition are applied in accordance with Section 5.2(c);
(t) Dispositions or discounts or forgiveness without recourse of accounts receivable in connection with the compromise or collection or compromise thereofthereof in the ordinary course of business and sales of assets received by any Group Member from Persons other than Loan Parties upon foreclosure on a lien in favor of such Group Member;
(nu) Dispositions any exchange of non-core assets acquired property of any Group Member (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in connection compliance with an Investment permitted under Section 7.71031 of the Code or any other substantially concurrent exchange of property by any Group Member (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the Group Member, including a Specified Transaction(b) such Group Member shall receive reasonably equivalent or greater market value for such property (as reasonably determined by Holdings in good faith) and (c) such property will be received by such Group Member substantially concurrently with its delivery of property to be exchanged;
(ov) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary having a fair market value not to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary exceed (or any parent company of such other Foreign Subsidiaryi) is pledged $3,000,000 with respect to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related DispositionsDispositions and (ii) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, 10,000,000 in the case aggregate for any fiscal year of an Asset Sale Holdings;
(or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtednessw) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness Dispositions of any Capital Stock or interests in any joint venture entity not constituting a Restricted Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received required by the Borrower applicable joint venture agreement or any Subsidiary from similar binding arrangements relating thereto;
(x) Dispositions to achieve the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described structure set forth in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Final Structure Schedule.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Ancestry.com LLC), Credit and Guaranty Agreement (Anvilire), Credit and Guaranty Agreement (Anvilire)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryForeign Borrower or any other Subsidiary of the Company, issue or sell any shares of such Foreign Borrower’s or 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 sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of subject to Section 7.4(b)6.11, 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 or assets to the Borrower Company or any Wholly Owned other Subsidiary;
(d) sales of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” made in connection with a Qualified Receivables Transaction; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be provided, that, notwithstanding anything herein to the Borrower contrary, in no event shall (i) the aggregate outstanding principal amount of Attributable Debt in respect of Qualified Receivables Transactions of the Company and its Domestic Subsidiaries be greater than $150,000,000 in the aggregate at any one time or another Subsidiary Guarantor(ii) the aggregate outstanding principal amount of Attributable Debt in respect of Qualified Receivables Transactions of Foreign Subsidiaries be greater than $75,000,000 in the aggregate at any one time;
(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 Indebtednessas set forth on Schedule 6.10;
(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 15% of Consolidated Tangible Assets 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 businessBorrowers; and
(mg) dispositionsthe transfer of Capital Stock of any Foreign Subsidiary constituting directors’ qualifying shares or other similar nominal ownership interests required by law to be held by a third party; provided that, discounts so long as no Default or forgiveness Event of accounts receivable Default has occurred and is continuing, the Administrative Agent and the Lenders shall release each Subsidiary Guarantor from its obligations under the Guarantee 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 any Disposition by the Borrower Company or any of its Subsidiaries of any Foreign such 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 such other Foreign Subsidiary) is pledged to the Administrative Agent Guarantor permitted pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)6.10.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (Kennametal Inc), Credit Agreement (Kennametal Inc)
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 sale 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 GuarantorBorrower;
(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 $1,000,000,000 200,000,000 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 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 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(iig) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 3 contracts
Sources: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
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 and its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory or Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b7.4(c), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under by Section 7.67.6 and Investments permitted by Section 7.7;
(d) the sale Disposition 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 the licensing and cross-licensing arrangements of any Related Eligible Assets (i) technology or other intellectual property 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 ordinary course of any Securitization Indebtednessbusiness;
(f) the sale Disposition of any property or assets (i) to any Loan Party and (ii) by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party;
(g) transfers of property as a result of any Recovery Event;
(h) leases, occupancy agreements and subleases of property in the ordinary course of business;
(i) the Disposition by the Borrower and certain of its Subsidiaries of account receivables of General Motors Corporation, Chrysler LLC and their affiliates and customary related property to special purpose vehicles established by General Motors Corporation and Chrysler LLC pursuant to the United States Department of the Budget Truck Division Treasury’s Auto Supplier Support Programs;
(j) the Disposition of receivables and customary related assets pursuant to factoring programs on customary market terms for such transactions and with respect to receivables of, and generated by, Group Members that are not Loan Parties;
(k) the Disposition for fair market value of certain assets in Sweden related to the transfer of certain programs to a competitor as determined previously disclosed to the Administrative Agent;
(l) the exchange or transfer within China of Chinese Acceptance Notes by the board of directors Chinese Subsidiaries of the Borrower;; and
(gm) the Disposition of other property (other than receivables and customary related assets) having a fair market value not to exceed $1,000,000,000 50,000,000 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 businessaggregate; 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds Net Cash Proceeds thereof are applied to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in prepay the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, Loans to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received required by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.9(b).
Appears in 3 contracts
Sources: Credit and Guarantee Agreement (Lear Corp), Credit and Guarantee Agreement (Lear Corp), Credit and Guarantee Agreement
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, used, surplus or worn out property in the ordinary course of business (including the abandonment or other Disposition of Intellectual Property that is in the reasonable judgment of the Borrower, no longer economically practicable to maintain or used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole), (ii) any Dispositions of property that is no longer used or useful in the conduct of the business of the Borrower or and its Subsidiaries, in each case in the ordinary course of businessRestricted Subsidiaries and (iii) cash and Cash Equivalents;
(b) the Disposition sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(bSections 8.4(a), Investments permitted under Section 7.7 (other than Section 7.7 (m)8.4(b) and Restricted Payments permitted under Section 7.68.4(e);
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned SubsidiarySubsidiary Guarantor; provided that any and the sale or issuance of any Capital Stock of a Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor’s Capital Stock shall only be to , the Borrower or another any other 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 Indebtednesssale-leaseback transactions permitted by Section 8.10;
(f) sales, transfers or dispositions by the sale Borrower or any of its Restricted Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default then exists or would result therefrom, (ii) the Budget Truck Division for Borrower or such Restricted Subsidiary receives at least fair market value (as determined in good faith by the board of directors Borrower), (iii) the aggregate proceeds received by the Borrower or such Restricted Subsidiary from all such sales, transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the Borroweraggregate consideration paid for such Permitted Acquisition, and (iv) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of such Permitted Acquisition;
(g) the Disposition sale of other property having Securitization Assets to one or more Securitization Subsidiaries in connection with a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the BorrowerPermitted Securitization;
(h) Dispositions of property from (a) the Dispositions listed on Schedule 7.5(h)Borrower to any Subsidiary Guarantor, (b) from any Subsidiary Guarantor to any other Subsidiary Guarantor and (c) any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor or to any Loan Party;
(i) Dispositions of properties subject to condemnation, eminent domain or takingpermitted by Section 8.3 and Section 8.7;
(j) leases, subleases, licenses and sublicenses leases or subleases of real or personal property, and Intellectual Property property in the ordinary course of business, and business which do not materially interfere with the conduct of the business of the Borrower or any intercompany licenses and sublicenses of Intellectual Propertyits Restricted Subsidiaries taken as a whole;
(k) dispositions Dispositions of property in connection with Recovery Events;
(l) Dispositions of past due accounts receivable in connection with the collection, write down or use of cash and Cash Equivalents compromise thereof in the ordinary course of business;
(lm) the abandonmentBorrower or any Restricted Subsidiary may effect Permitted Exchanges in accordance with the definition thereof;
(n) sales, termination transfers, leases and other dispositions to a Foreign Subsidiary; provided, that any such sales, transfers, leases or other disposition dispositions from Borrower or a Restricted Subsidiary that is a Loan Party shall be made (i) in compliance with Section 8.9 and (ii) to the extent not made in compliance with Section 8.9, shall be treated as an Investment in such Foreign Subsidiary and shall be permitted only to the extent permitted pursuant to Section 8.7;
(o) Dispositions of Intellectual Property Investments in joint ventures, to the extent required by, or leasehold properties made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that the consideration received shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower);
(p) sales, forgiveness or other dispositions of accounts receivable in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable business in connection with the collection or compromise thereof;
(nq) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; and
(r) Dispositions of non-core assets acquired in connection other property; provided that (i) at the time of such Disposition, no Default or Event of Default shall have occurred and been continuing or would result from such Disposition, (ii) with an Investment permitted under respect to any Disposition pursuant to this Section 7.78.5(r), including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Restricted Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65shall receive not less than 75% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and consideration in the case form of any such Disposition (cash or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000Cash Equivalents; provided, for at least 75% cash consideration (excludinghowever, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisothis clause (ii), the following shall be deemed to be cash considerationcash: (1A) Cash Equivalents, any liabilities (2as shown on the Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) the assumption of Indebtedness of the Borrower (or such Restricted Subsidiary, other than Disqualified Stock liabilities that are by their terms subordinated to the payment in cash of the Borrower) or any Subsidiary Obligations, that are assumed by the transferee with respect to the applicable Disposition and the release of for which the Borrower and all of its Restricted Subsidiaries from shall have been validly released by all liability with respect to payment of such Indebtednessapplicable creditors in writing, (3B) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any the applicable Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days); provided, further, that if or Cash Equivalents (to the Group Member’s action or event meets the criteria of more than one extent of the types cash or Cash Equivalents received) within 120 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed $10,000,000, (iii) to the extent the aggregate amount of Net Cash Proceeds received by the Borrower or a Restricted Subsidiary from Dispositions described made pursuant to this Section 8.5(r) in the clauses aboveaggregate exceeds $100,000,000 in any fiscal year, all Net Cash Proceeds in excess of such amount in such fiscal year shall be applied to prepay Loans in accordance with Section 4.2(b) and may not be reinvested in the business of the Borrower or a Restricted Subsidiary, notwithstanding anything to the contrary set forth in the definition of “Net Cash Proceeds” and (iv) such Disposition is for fair market value as reasonably determined by the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)good faith.
Appears in 3 contracts
Sources: Incremental Commitment Agreement and Second Amendment (KAR Auction Services, Inc.), Incremental Commitment Agreement (KAR Auction Services, Inc.), Amendment and Restatement Agreement (KAR Auction Services, Inc.)
Disposition of Property. Dispose of No Borrower shall, and no Borrower shall permit any of its propertyRelevant Subsidiaries to, whether now owned or hereafter acquired, or, in the case of make any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, exceptDisposition other than:
(a) the Disposition sale of (i) obsolete Hydrocarbons 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 Liquid Investments in the ordinary course of business;
(b) the Disposition of inventory in the ordinary course of business;
(c) Dispositions permitted by clause equipment that is (i) obsolete, worn out, depleted or uneconomic and disposed 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, (ii) no longer necessary for the business of such Person, or (iii) contemporaneously replaced by equipment of at least comparable value and any intercompany licenses and sublicenses of Intellectual Propertyuse;
(kc) dispositions the Disposition of Property by a Relevant Subsidiary to a Borrower or use of cash and Cash Equivalents in the ordinary course of businessto a Relevant Subsidiary;
(ld) the abandonment, termination or other disposition Disposition of Intellectual Property or leasehold properties Equity Interests in the ordinary course of businessExcluded Subsidiaries; and
(me) dispositionsso long as no Default or Event of Default exists, discounts the Disposition of any Oil and Gas Property or forgiveness of accounts receivable any interest therein or any Subsidiary owning Oil and Gas Properties between redeterminations of the Borrowing Base pursuant to Section 2.02, the aggregate loan value of which, as assigned thereto by Lender in the most recent setting of the Borrowing Base in accordance with the provisions of Section 2.02 equals ten percent (10%) or less of the amount of the then existing Borrowing Base; provided, however, in connection with any such transaction, the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with then existing Borrowing Base shall be automatically reduced by 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 such other Foreign Subsidiary) is pledged amount equal to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition loan value attributable to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) relevant Borrowing Base Oil and (g)(i) Gas Properties subject to such Disposition and (g)(ii) of this Section 7.5 shall be made for fair value and in the case further provided, however, that, upon consummation of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, if a Borrowing Base Deficiency exists, Borrowers shall proceed to cure such Borrowing Base Deficiency in accordance with the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect provisions of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.05(b)(ii).
Appears in 3 contracts
Sources: Senior First Lien Secured Credit Agreement (Cross Border Resources, Inc.), Senior First Lien Secured Credit Agreement (Cross Border Resources, Inc.), Senior First Lien Secured Credit Agreement (Red Mountain Resources, Inc.)
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 sale of inventory (including Time Share Interests) in the ordinary course of business;
(c) Dispositions permitted by clause (i) (A) or (ii)(A) of Section 7.4(b7.5(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 MVWC or 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) the Disposition of Time Share Receivables in connection with the AESOP Financing Program ordinary course of business (which may include the Disposition of disputed or the Centre Point Financing Programwritten down Time Share Receivables in a manner determined to be prudent by MVWC), (ii) Dispositions of Time Share Receivables and Related Assets or an interest therein of the type specified in the definition of “Qualified Securitization Transaction” to any Securitization Entity or a Time Share SPV, in each case provided that, after giving pro forma effect to such Disposition and application of proceeds thereof, the Borrower is in compliance with Section 7.2 and (iii) in connection with the incurrence Disposition of any Securitization IndebtednessTime Shares Receivables by Foreign Subsidiaries for fair value;
(f) the sale Disposition of Time Share Interests (other than in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness) not to exceed $50,000,000 in gross proceeds in any Fiscal Year;
(g) the Disposition of real property (other than Time Share Interests) not to exceed $150,000,000 in gross proceeds in any Fiscal Year;
(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;
(i) Dispositions in connection with and contemplated by the Separation and Distribution Agreement and the Intercompany Agreements;
(j) the Disposition of property having a fair market value not to exceed $1,000,000,000 5,000,000 in the aggregate for any fiscal year of the BorrowerFiscal Year;
(hk) the Dispositions listed on Schedule 7.5(h)issuance of Preferred Stock;
(il) Dispositions the Disposition in the ordinary course of properties business of interests in the entities which hold the interests in inventory used in the operation of the Marriott Vacation Club, Asia Pacific business to an independent trustee or administrative third parties subject to condemnation, eminent domain or taking;regulatory provisions of the laws of the jurisdictions governing such entities; and
(jm) leases, subleases, licenses and sublicenses of real any operating or personal property, and Intellectual Property capital lease entered into by any Group Member (as lessor) 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Sources: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Material 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 in the ordinary course of business and Dispositions of property that is no longer used or useful in material to the conduct of the business of the Borrower or Guarantor and its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory and other assets (including securities and derivatives) in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b6.4(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 the Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance (i) of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower Guarantor or another any Subsidiary Guarantorof the Guarantor or (ii) that constitutes a minority interest in a Person that is not a Subsidiary;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program sale or other Disposition by the Centre Point Financing Program, Guarantor of its property or assets to another Loan Party or (ii) the sale or other Disposition by any Subsidiary to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessanother Subsidiary;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerany Restricted Payment or Investment that is permitted to be made, and is made, under Section 6.6 or 6.8, respectively;
(g) the lease, assignment or sublease of any real or personal property in the ordinary course of business;
(h) sales or grants of licenses or sublicenses to use the Guarantor’s or any of its Subsidiaries’ trademarks, patents, trade secrets, know-how or other Intellectual Property and technology to the extent that such sale, license or sublicense does not materially impair the conduct of the business of any Borrower or the Guarantor or any of its Subsidiaries, taken as a whole;
(i) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased);
(j) Dispositions in the ordinary course of business of Cash Equivalents;
(k) the cancellation or forgiveness in the ordinary course of business of any loan or advance to any employee of any Group Member;
(l) the Disposition of other property having a fair market value not to exceed $1,000,000,000 exceed, in the aggregate for any fiscal year of the Borrower;
(h) Guarantor, $20,000,000; provided that any such Disposition to a Person that is not a Group Member is for consideration at least equivalent to the Dispositions listed on Schedule 7.5(h);
(i) Dispositions fair market value of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal such other 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 Disposition of any Foreign Subsidiary other property having a fair market value exceeding, in the aggregate for any fiscal year of the Guarantor, $20,000,000; provided that any such Disposition to any other Foreign Subsidiary so long as a Person that is not a Group Member is for consideration at least 65% of equivalent to the Capital Stock fair market value of such other Foreign Subsidiary property; and provided, further that, (or any parent company i) after giving effect to such Disposition, the Guarantor shall be in compliance with Section 6.12, and (ii) if the fair market value of such other Foreign Subsidiary) is pledged property exceeds $50,000,000, such Disposition shall only be permitted if the Loan Parties, after giving pro forma effect to such Disposition and the Administrative Agent pursuant to Section 6.9;
(p) Dispositions use of minority interests proceeds thereof, are in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection compliance with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (fcovenants set forth in Sections 6.1(a) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clausec).
Appears in 2 contracts
Sources: Credit Agreement (Knight Capital Group, Inc.), Credit Agreement (Knight Capital Group, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of the Borrower or any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete obsolete, damaged, uneconomic, used, surplus or worn out machinery, parts, property or (ii) any equipment, inventory or property that is or equipment no longer used or useful useful, in the conduct of the business of the Borrower its business, whether now owned or its Subsidiaries, in each case in the ordinary course of businesshereafter acquired;
(b) the Disposition sale of inventory and goods held for sale, each in the ordinary course of business;
(c) Dispositions permitted by clause Section 8.4(a), (b), (c), (d), (e), (f), (h) and (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 Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor or, if any Restricted Subsidiary is not a Loan Party, to any other Restricted Subsidiary; provided that ;
(e) any sale or issuance Restricted Subsidiary of the Borrower may Dispose of any Subsidiary Guarantor’s Capital Stock shall only be assets to the Borrower or another any Subsidiary Guarantor or, subject to Section 8.7(f) (to the extent applicable), any other Restricted Subsidiary, and any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of any assets, or issue or sell Capital Stock, to any other Restricted Subsidiary that is not a Subsidiary Guarantor;
(ef) Dispositions of any Related Eligible Assets (i) cash or Cash Equivalents in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) ordinary course of business in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined transactions not otherwise prohibited by the board of directors of the Borrowerthis Agreement;
(g) (i) non-exclusive licenses of technology in the ordinary course of business which, in the aggregate, do not materially detract from the value of any Collateral or materially interfere with the ordinary conduct of the business of the Loan Parties or any of their Restricted Subsidiaries and (ii) sales, leases, transfers or other dispositions (whether through the direct transfer of the ownership of such Intellectual Property, transfer of the Capital Stock of the owner of such Intellectual Property, exclusive licensing of such Intellectual Property or otherwise) by the Borrower and the Restricted Subsidiaries of Intellectual Property to other Persons (other than to a Loan Party), in accordance with normal industry practice; provided that the aggregate purchase price or other consideration (exclusive of success or similar fees and royalties, including fees based on future enforcement of such Intellectual Property) for such sales in reliance upon this clause (g)(ii) shall not exceed $125,000,000 during the term of this Agreement;
(i) the Disposition of other property (other than Intellectual Property) having a fair market value not to exceed $1,000,000,000 the greater of (A) 1.0% of the Consolidated Total Tangible Assets of the Borrower in the aggregate for any fiscal year of the Borrower or (B) $45,000,000 in any fiscal year of the Borrower;
; provided that at least 75% of the consideration received in connection therewith consists of cash or Cash Equivalents and such Disposition is made for fair market value and (hii) the Dispositions listed on Schedule 7.5(h)Disposition of property or assets as a result of a Recovery Event, in each case so long as the Borrower is in compliance with Section 4.2(b) of this Agreement;
(i) Dispositions sales, assignments, transfers or other dispositions of properties subject accounts receivable of any Foreign Subsidiary in the ordinary course of business as part of any accounts receivable financing transaction or factoring permitted pursuant to condemnation, eminent domain or takingSection 8.2(w);
(j) leases(i) the issuance or sale of shares of any Restricted Subsidiary’s Capital Stock to qualified directors if required by applicable law and (ii) compensatory issuances or grants of Capital Stock of the Borrower approved by the Borrower’s board of directors, subleasesany committee thereof or any designee of either to employees, licenses and sublicenses officer, directors or consultants made pursuant to equity-based compensation plans or arrangements that have been approved by the shareholders of real the Borrower;
(k) Dispositions or personal exchanges of equipment or other 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 replacement property, and Intellectual Property ;
(l) Dispositions in the form of leases entered into in the ordinary course of business, and to the extent that they do not materially interfere with the business of the Borrower or any intercompany licenses and sublicenses of Intellectual PropertyRestricted Subsidiary, taken as a whole;
(km) dispositions Dispositions of the Capital Stock of Unrestricted Subsidiaries;
(n) the abandonment or use other Disposition of cash immaterial Intellectual Property (including allowing any registrations or any applications for registration of any Intellectual Property to lapse or go abandoned) to the extent the Borrower determines in its reasonable business judgment that (i) such Intellectual Property is not commercially reasonable to maintain under the circumstances and Cash Equivalents (ii) such Disposition would not materially and adversely affect the business of the Borrower and its Restricted Subsidiaries;
(o) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;
(lp) the abandonmentunwinding or settling of any Swap Agreement;
(q) Dispositions of Investments in joint ventures to the extent required by, termination or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(r) sales and other assignments, transfers or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness dispositions of accounts receivable in connection with the compromise or collection or compromise thereof;
(ns) 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint venturesDesignated Permitted Dispositions; and
(qt) any Disposition of any Foreign Permitted Restructuring. Notwithstanding the foregoing, a Designated IP Subsidiary and any holding company formed in connection with the Avis Europe Acquisition shall not make Dispositions other than pursuant to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs clauses (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Salesa), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalentsb), (2) the assumption of Indebtedness of the Borrower e), (other than Disqualified Stock of the Borrowerg), (n) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3s) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Sources: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
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 obsolete, worn out, surplus, unnecessary or worn out unused 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 sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b6.3(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 to a Wholly Owned Subsidiary; provided that any sale or issuance Subsidiary of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorBorrower;
(e) Dispositions of any Related Eligible Assets the Disposition (i) in connection with of the AESOP Financing Program or the Centre Point Financing Program, Capital Stock of Westar Industries and (ii) to any Securitization Entity or (iii) in connection with the incurrence by Westar Industries of any Securitization Indebtednessits property;
(f) the sale Disposition of accounts receivable (including any Disposition of insured receivables to the relevant insurer) contemplated by the terms of the Budget Truck Division for fair market value as determined by instruments governing the board of directors of the BorrowerAccounts Receivable Financing;
(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 Borrowerset forth on Schedule 6.4(g);
(h) the Disposition (the “Applicable Disposition”) of other property the fair market value of which, when aggregated with the fair market value of all Dispositions listed of property made since the Closing Date in reliance of this Section 6.4(h), does not exceed 10% (which percentage shall be increased to 25% upon the Borrower achieving the Relief from Covenants Ratings Level) of the sum of (i) total assets less goodwill of the Borrower and its consolidated Subsidiaries (calculated without giving effect to Westar Industries and its Subsidiaries) as reflected on Schedule 7.5(h);the financial statements of the Borrower delivered pursuant to Section 4.1(c) and (ii) any additions to the property, plant and equipment of the Borrower and its consolidated Subsidiaries made after the Closing Date but on or prior to the date of the Applicable Disposition; provided that the fair market value of any Disposition made pursuant to this Section 6.4(h) shall be determined as of the time such Disposition is made; and
(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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions Requirements of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Law.
Appears in 2 contracts
Sources: Credit Agreement (Westar Energy Inc /Ks), Credit Agreement (Westar Energy Inc /Ks)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or obsolete, surplus, uneconomical, worn out or damaged property or (ii) any in the ordinary course of business and Dispositions in the ordinary course of business of property that is or, in the reasonable business judgment of a Loan Party, no longer used or useful in the conduct of the business of the Borrower and the other Restricted Subsidiaries (including allowing any registrations or its Subsidiaries, in each case in the ordinary course patents or any applications for registration or patent applications of businessany immaterial Intellectual Property to lapse or go abandoned);
(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 7.68.03;
(d) the sale or issuance of any Subsidiary’s common Capital Stock of any Restricted Subsidiary of the Borrower to the Borrower or any other Restricted Subsidiary of the Borrower (provided that in the case of such issuance of common Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary; provided that any , Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of any Subsidiary Guarantorthe Borrower’s common Capital Stock shall only be to the Borrower or another Subsidiary GuarantorHoldings;
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness (including ordinary course non-royalty based licenses and perpetual licenses);
(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 BorrowerDispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(h) licenses, sublicenses, space leases, leases or subleases with respect to any real or personal property or assets granted to third Persons in the Dispositions listed on Schedule 7.5(h)ordinary course of business; provided that either (i) the same do not in any material respect interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or materially detract from the use or value of the relative assets of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) such transaction is at arm’s length;
(i) Dispositions of properties subject to, between or among the Borrower and any Subsidiary Guarantors and Dispositions by Holdings and Intermediate Holdings to condemnation, eminent domain the Borrower or takingany Subsidiary Guarantor;
(j) leasesDispositions (x) between or among any Restricted Subsidiary that is not a Subsidiary Guarantor and any other Restricted Subsidiary or joint venture that is not a Subsidiary Guarantor, subleases(y) by a Restricted Subsidiary that is not a Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor, licenses or (z) by any Loan Party to a Restricted Subsidiary and/or joint venture that is not a Loan Party so long as, in the case of the foregoing clause (z), the fair market value of all Dispositions pursuant hereto, does not exceed $5,000,000 in the aggregate during the term of this Agreement and sublicenses no Event of real Default shall have occurred and be continuing or personal propertyotherwise result therefrom;
(k) the compromise, and Intellectual Property settlement or write‑off of accounts receivable or sale of accounts receivable for collection (i) in the ordinary course of business, and any intercompany licenses and sublicenses (ii) for purposes of Intellectual Property;
compromise in bankruptcy or in connection with disputed accounts or (kiii) dispositions or use of cash and Cash Equivalents acquired in the ordinary course of businessconnection with a Permitted Acquisition consistent with prudent business practice;
(l) the abandonmentDispositions constituting (i) Investments permitted under Section 8.06 (including Section 8.06(d)), termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and(ii) Restricted Payments permitted under Section 8.05 and (iii) Liens permitted under Section 8.02;
(m) dispositions(i) Dispositions resulting from any casualty or other insured damage to, discounts or forgiveness any taking under power of accounts receivable in connection with the collection eminent domain or compromise thereofby condemnation or similar proceeding of, any property or asset or (ii) a Disposition consisting of or subsequent to a total loss or constructive total loss of property;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transactionproperty to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(o) Dispositions by the Borrower or any of its Subsidiaries unwinding 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9Swap Agreement;
(p) Dispositions of minority interests in joint ventures; and[reserved];
(q) any Disposition Dispositions of any Foreign Subsidiary and any holding company formed Investments in connection with the Avis Europe Acquisition joint ventures to the Borrower extent required by, or any pursuant to, customary buy/sell arrangements between the applicable joint venture party as set forth in the joint venture arrangements or similar binding agreements among such joint venture party;
(r) Dispositions of its Subsidiaries. other property; provided that all Dispositions permitted under paragraphs (fA) no Event of Default shall have occurred and be continuing or would otherwise result therefrom, (g)(iB) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related DispositionsDispositions pursuant to this clause (r) that yields gross proceeds shall not constitute a Disposition of all or substantially all of the assets of Holdings and its Restricted Subsidiaries, (C) the Net Cash Proceeds of such Disposition shall be applied in accordance with Section 4.02(c), (D) with respect to any Loan Party single Disposition or a series of related Dispositions for an aggregate consideration in excess of $25,000,0003,750,000, for at least not less than 75% cash of the consideration (excluding, payable to the Borrower and its Restricted Subsidiaries in connection with such Disposition is in the case form of an Asset Sale (cash or series of related Asset Sales)Cash Equivalents; provided that, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisothis clause (D), the following shall be deemed to be cash considerationcash: (1x) Cash Equivalents, any liabilities that are not Indebtedness (2as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) the assumption of Indebtedness of the Borrower (or such Restricted Subsidiary, other than Disqualified Stock liabilities that are by their terms subordinated to the payment in cash of the Borrower) or any Subsidiary Obligations under the Loan Documents, that are assumed by the transferee with respect to the applicable Disposition and the release of for which Holdings, the Borrower and its the Restricted Subsidiaries from shall have been validly released by all liability with respect to payment of such Indebtednessapplicable creditors in writing, (3y) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any such Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days); provided, further, that if days following the Group Member’s action or event meets the criteria of more than one consummation of the types applicable Disposition; and (z) any Designated Non‑Cash Consideration in respect of Dispositions described such Disposition having an aggregate fair market value, taken together with the Designated Non‑Cash Consideration in respect of all other Dispositions, not in excess of $5,000,000 (with the clauses abovefair market value of each item of Designated Non‑Cash Consideration being measured as of the time received), (E) the consideration payable to the Borrower and its Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in its sole discretion may classify good faith) and (F) concurrently with the consummation of such Disposition, an Authorized Officer of the Borrower shall deliver to the Administrative Agent a certificate executed by such Authorized Officer certifying as to the accuracy of the foregoing conditions;
(s) any exchange of property of the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and reclassifyin compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such action property is useful to the business of the Borrower or event such Restricted Subsidiary, (b) the Borrower or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the Borrower in one good faith) and (c) such property will be received by the Borrower or more clauses such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged;
(t) [reserved];
(u) sales or Dispositions constituting Non-Core Asset Sales of assets acquired in connection with an Investment permitted hereunder (including any acquisition consummated prior to the Original Closing Date (or, with respect to the Second Acquired Business, prior to the Restatement Effective Date);
(v) as long as no Event of Default then exists or would immediately arise therefrom, Dispositions of non-core Real Property that is not currently used in part the operations of the business or the continued ownership of which the Borrower has determined in its good faith business judgment would not be commercially reasonable to retain (or Dispositions of any Person or Persons created to hold such Real Property or the Capital Stock in such Person or Persons), including leasing or subleasing transactions, Sale Leaseback Transactions, Synthetic Lease Obligation transactions and other similar transactions involving any such Real Property pursuant to leases on market terms;
(i) cancellations or Dispositions of any Indebtedness owed (i) to a Loan Party by another Loan Party, (ii) to any other Subsidiary and/or joint venture that is not a Loan Party by any other Restricted Subsidiary and/or joint venture that is not a Loan Party or (iii) to a Subsidiary that is not a Loan Party by a Loan Party; provided that after giving effect to such Disposition, such Indebtedness would otherwise be permitted under one Section 8.01 and (ii) so long as no Event of Default then exists, cancellations of Indebtedness owed to a Loan Party by another Loan Party or any other Restricted Subsidiary and/or joint venture that is not a Subsidiary;
(x) Disposition of property with respect to an insurance claim from damage to such clause property where the insurance company provides a Loan Party or its Restricted Subsidiary the value of such property (minus any deductibles and fees) in part under another cash or with replacement property in exchange for such clause).property;
(y) Dispositions of property no longer used or useful in the business of the Loan Parties (as determined in the good faith business judgment of such Loan Party) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds (to the extent needed to do so) of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(z) [reserved];
(aa) any grant of an option to purchase, lease or acquire property, so long as the Disposition resulting from the exercise of such option would otherwise be permitted hereunder;
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.), Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
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 '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 sale 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 '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;
(ge) the Disposition of other property having a fair market value not to exceed $1,000,000,000 1,000,000 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
(mf) dispositionsso long as after giving effect thereto the Borrower is in pro forma compliance with the covenants in Section 7.1 and no Default or Event of Default shall occur or be continuing, discounts any Asset Swap; provided that if -------- and to the extent that the Borrower or forgiveness of accounts receivable such Subsidiary receives consideration for the asset or assets transferred by them in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired such Asset Swap that is 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 such other Foreign Subsidiary) is pledged addition to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests asset or assets received in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any exchange therefor, such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following Swap shall be deemed to be cash consideration: (1a Disposition and shall be permitted if Section 7.5(e) Cash Equivalentsshall be complied with in connection therewith and, (2) provided, further, that the assumption aggregate fair market value of Indebtedness of -------- ------- the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release assets of the Borrower and its Subsidiaries from all liability with respect that are transferred pursuant to payment Asset Swaps during any fiscal year of such Indebtedness, (3) Indebtedness the Borrower may in no event exceed 10% of any Subsidiary that is no longer a Subsidiary as a result the aggregate consolidated book value of such Disposition, to the extent that assets of the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by its Subsidiaries as at the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one last day of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)immediately preceding fiscal year.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Coaxial LLC), Revolving Credit Agreement (Insight Communications Co Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions 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 and the abandonment or Disposition of Intellectual Property that is, in the reasonable judgment of the Borrower, not material to the operation of the applicable Loan Party’s business;
(b) the Disposition Dispositions of inventory 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 the 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 of Holdings to the Borrower or another Subsidiary Guarantorany Loan Party;
(e) Dispositions the use or transfer of any Related Eligible Assets money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(i) the non-exclusive licensing or sub-licensing of patents, trademarks, copyrights, and other Intellectual Property rights 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 ordinary course 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 Borrowerbusiness;
(g) the Disposition of property (i) by any Loan Party to any other Loan Party, (ii) by any Subsidiary (which is not a Loan Party) to any other Group Member, and (iii) by any Loan Party to any Subsidiary (which is not a Loan Party) pursuant to an Investment permitted under Section 7.8(e)(iii);
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of Real Property and security deposits required pursuant thereto;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and
(m) payments permitted under Section 7.6, Investments permitted under Section 7.8, and Liens permitted under Section 7.3;
(hn) (x) discounts of or forgiveness of accounts receivable or in connection with the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationcollection or compromise thereof, eminent domain or taking;
(j) leasesin each case, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses (y) sales, transfers and sublicenses other Dispositions of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents accounts receivable in connection with collection thereof in the ordinary course of business;
(o) 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 a Group Member in an amount not to exceed, together with Dispositions permitted pursuant to clause (l) the abandonmentabove, termination or other disposition of Intellectual Property or leasehold properties $1,000,000 in the ordinary course aggregate for any fiscal year of businessthe Borrower; and
(mp) dispositions, discounts or forgiveness Disposition 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 by a Specified Transaction;
Loan Party pursuant to a Permitted Acquisition of a Loan Party disposed of within twelve (o12) Dispositions by months after the Borrower or any date of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary the Permitted Acquisition so long as the consideration received for the assets to be so disposed is at least 65% equal to the fair market value thereof and, at the reasonable discretion of the Capital Stock Administrative Agent, applied in reduction of such other Foreign Subsidiary (or the Obligations. provided, however, that any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 2 contracts
Sources: Credit Agreement (Alarm.com Holdings, Inc.), Credit Agreement (Alarm.com Holdings, Inc.)
Disposition of Property. The Parent shall not, and shall not permit any Subsidiary to, 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 Equity Interests 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 sale 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 Equity Interests to the Borrower or any Wholly Owned Subsidiary; provided Loan Party;
(d) any Disposition of assets (i) from one Subsidiary that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be is not a Guarantor to the Borrower or another Subsidiary that is not a Guarantor, (ii) from one Loan Party to another Loan Party or (iii) from a Subsidiary that is not a Guarantor to a Loan Party;
(e) Dispositions sales of any Related Eligible Assets (i) Cash Equivalent Investments and publicly-traded securities 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 ordinary course of any Securitization Indebtednessbusiness and for fair market value;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;any Disposition pursuant to Section 6.17; and
(g) the Disposition of other property having a not described in clauses (a) through (f) above for not less than fair market value as long as the aggregate fair market value of any property constituting Collateral so disposed of does not to exceed $1,000,000,000 10,000,000; provided, that neither the Parent nor any Subsidiary may Dispose of its interests in (w) the aggregate for Casa ▇▇▇▇▇▇▇ Mine, unless such Disposition is made on arms’-length terms, (x) the Greens Creek Joint Venture Agreement, (y) the assets of any fiscal year of the Borrower;
Greens Creek Joint Venture, the Greens Creek Mine or the Lucky Friday Mine (hincluding its rights to receive income, distributions, products or proceeds therefrom), except with respect to inventory (which, for the avoidance of doubt, shall not include metals streaming arrangements) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationand obsolete, eminent domain damaged, immaterial, worn out or taking;
(j) leasessurplus property Disposed of, subleasesin each case, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and business or (z) 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% member of the Capital Stock of such other Foreign Subsidiary (Greens Creek Group or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Hecla Limited.
Appears in 2 contracts
Sources: Credit Agreement (Hecla Mining Co/De/), Credit Agreement (Hecla Mining Co/De/)
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 sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) subject to Section 8.7, (i) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the U.S. Borrower to the U.S. Borrower or any Wholly Owned Subsidiary; provided that any Subsidiary Guarantor and (ii) the sale or issuance of the Capital Stock of any Subsidiary Guarantor’s Capital Stock shall only be of the U.S. Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the U.S. Borrower or another that is not a Subsidiary Guarantor;
(e) Dispositions the Disposition of other property (other than in connection with any sale and leaseback of any Related Eligible Assets such property) having a fair market value not to exceed $250,000,000 in the aggregate from and after the Closing Date; provided that (i) after giving effect to such Disposition and any required prepayment of the Term Loans pursuant to Section 4.2(c), Cedar Fair LP shall be in connection compliance, on a Pro Forma Basis, with the AESOP Financing Program or the Centre Point Financing Program, covenants set forth in Section 8.1 and (ii) to any Securitization Entity or (iii) at least 80% of the consideration received in connection with the incurrence respect of any Securitization Indebtednesssuch Disposition is cash;
(f) the Disposition of other property (other than in connection with any sale and leaseback of the Budget Truck Division for any such property) having a fair market value as determined by not to exceed $25,000,000 in the board of directors aggregate in any fiscal year of the Borrower; provided that at least 80% of the consideration received in respect of such Disposition is cash;
(g) the Disposition of other property having a from and after the Closing Date for consideration at least equal to the fair market value not of such property (as determined in good faith by the Board of Directors of Cedar Fair LP) so long as (i) after giving effect to exceed $1,000,000,000 in the aggregate for such Disposition and any fiscal year required prepayment of the Borrower;Term Loans pursuant to Section 4.2(b), Cedar Fair LP shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 8.1, (ii) the consideration received in respect of any such Disposition shall be no less than an amount equal to (x) the Consolidated EBITDA attributable to such asset (as determined in good faith by the Board of Directors of Cedar Fair LP) multiplied by (y)(i) the Consolidated Leverage Ratio as of the most recent test date pursuant to Section 8.1(a) plus (ii) 0.25, (iii) at least 80% of the consideration received in respect of such Disposition is cash and (iv) no more than five amusement parks (excluding water parks) shall be Disposed pursuant to this clause (g); and
(h) the Dispositions listed on Schedule 7.5(h);
any exchange of assets for services and/or other assets of comparable or greater value; provided, that (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 6590% of the Capital Stock consideration received by the transferor consists of such other Foreign Subsidiary assets that will be used in a business or business activity permitted hereunder, (or any parent company ii) the fair market value (as determined in good faith by the U.S. Borrower) of such other Foreign Subsidiary) is pledged to the Administrative Agent all assets Disposed of pursuant to Section 6.9;
this clause (ph) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of not exceed $25,000,000, for at least 75% cash consideration (excluding, in the case iii) no Default or Event of an Asset Sale Default exists or would result therefrom and (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2iv) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability Net Cash Proceeds, if any, thereof are applied in accordance with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 4.2(c).
Appears in 2 contracts
Sources: Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P)
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 sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) subject to Section 8.7, (i) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the U.S. Borrower to the U.S. Borrower or any Wholly Owned Subsidiary; provided that any Subsidiary Guarantor and (ii) the sale or issuance of the Capital Stock of any Subsidiary Guarantor’s Capital Stock shall only be of the U.S. Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the U.S. Borrower or another that is not a Subsidiary Guarantor;
(e) Dispositions any Disposition (other than a Disposition of any Related Eligible Assets all of the assets of Cedar Fair LP and its Subsidiaries, taken as a whole); provided that (i) after giving effect to such Disposition and any required prepayment of the Term Loans pursuant to Section 4.2(c), Cedar Fair LP shall be in connection compliance, on a Pro Forma Basis, with the AESOP Financing Program or the Centre Point Financing Program, covenant set forth in Section 8.1(a) and (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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash of the consideration (excludingreceived in respect of such Disposition is cash; provided, in the case of an Asset Sale (or series of related Asset Sales)however, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisothis clause (e), each of the following shall be deemed to be cash considerationcash: (1A) Cash Equivalents, any liabilities (2as shown on the U.S. Borrower’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto) the assumption of Indebtedness of the U.S. Borrower (or a Subsidiary, other than Disqualified Stock liabilities that are by their terms subordinated to the payment in cash of the Borrower) or any Subsidiary and Obligations, that are assumed by the release of the Borrower and its Subsidiaries from all liability transferee with respect to payment the applicable Disposition and for which the U.S. Borrower and all of such Indebtednessthe Subsidiaries shall have been validly released by all applicable creditors in writing, (3B) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the U.S. Borrower or any Subsidiary from the such transferee that are converted by the U.S. Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days); provided, further, that if days following the Group Member’s action or event meets the criteria of more than one closing of the types applicable Disposition and (C) any Designated Non-Cash Consideration received by the U.S. Borrower or such Subsidiary from such transferee having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this subclause (C) that is at that time outstanding, not in excess of Dispositions described 2% of Total Assets (measured as of the time of receipt of such Designated Non-Cash Consideration), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration; and
(f) any exchange of assets for services and/or other assets of comparable or greater value; provided that (i) at least 90% of the consideration received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (ii) the fair market value (as determined in good faith by the U.S. Borrower) of all assets Disposed of pursuant to this clause (f) shall not exceed 10.0% of Total Assets (measured at the time of each such Disposition) in the clauses above, aggregate in any fiscal year of the Borrower in its sole discretion may classify Borrowers and (and reclassifyiii) such action no Default or event in one Event of Default exists or more clauses (including in part under one such clause and in part under another such clause)would result therefrom.
Appears in 2 contracts
Sources: Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P)
Disposition of Property. Dispose of any Property (including by way of its property, Division) whether now owned or hereafter acquired, or, in the case or issue or Dispose of any Subsidiary, issue Equity Interest of any Person that directly or sell indirectly owns any shares of such Subsidiary’s Capital Stock to any Personthe foregoing, except:
(a) Dispositions permitted by Section 7.4;
(b) the Disposition of (i) obsolete or worn out property property, or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiariessuch Person’s business, in each case in the ordinary course Ordinary Course of businessBusiness;
(bc) the Disposition of inventory or other assets in the ordinary course 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 7.6Business or consistent with past practice;
(d) Dispositions of cash or Cash Equivalents in the Ordinary Course of Business;
(e) the sale or issuance of (i) the Parent Borrower’s Equity Interests (other than Disqualified Stock) or (ii) any Subsidiary’s Capital Stock Equity Interests to the Parent 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 Indebtednessother Loan Party;
(f) (i) transfers of assets between or among the sale Parent Borrower and the other Loan Parties, (ii) transfers of the Budget Truck Division for fair market value as determined by the board assets to Loan Parties and (iii) transfers of directors of the Borrowerassets between or among Subsidiaries that are not Loan Parties;
(g) any Dispositions constituted by the Disposition granting of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the BorrowerLiens permitted by Section 7.1;
(h) any lease of drill pipe by Quail Tools to a customer located outside of the Dispositions listed on Schedule 7.5(h)United States and any subsequent sale to such customer of any such drill pipe;
(i) Dispositions any sale by the Parent Borrower or any Subsidiary to its customers of properties subject to condemnationdrill pipe, eminent domain or takingtools, and associated drilling equipment utilized in connection with a drilling contract for the employment of a drilling rig in the Ordinary Course of Business and consistent with past practice;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property Dispositions constituting Investments permitted under Section 7.6(h); provided that no such Disposition to a non-Loan Party shall include Borrowing Base Collateral that was included in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;most recently delivered Borrowing Base Certificate; and
(k) dispositions any other Disposition of Property (other than Borrowing Base Collateral) not otherwise permitted under this Section 7.5; provided that (i) at the time of such Disposition, no Default shall exist or use would result from such Disposition, (ii) the aggregate fair market value of cash all Property disposed of in reliance on this Section 7.5(k) in any 12 month period does not exceed $25,000,000 and (iii) at least 75% of the purchase price for such Property shall be paid to the Parent Borrower or the applicable Subsidiary in cash, Cash Equivalents in or any combination thereof; provided that any liabilities (as shown on the ordinary course Parent Borrower’s or such Subsidiary’s most recent balance sheet) of business;
the Parent Borrower or any Subsidiary (lother than (x) liabilities of any Excluded Subsidiary or Project Finance Subsidiary and (y) contingent liabilities and liabilities that are by their terms subordinated to the abandonment, termination Loans or other disposition of Intellectual Property or leasehold properties in any Guarantee pursuant to the ordinary course of business; and
(mLoan Documents) 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 that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Parent Borrower or such Subsidiary from further liability shall be deemed to be cash for purposes of this Section 7.5(k); provided, that, notwithstanding the foregoing, this Section 7.5 shall not permit the Parent Borrower or any of its Subsidiaries to Dispose of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of a Borrower, unless such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) borrower status is pledged to the Administrative Agent pursuant to terminated in accordance with Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause2.14(e).
Appears in 2 contracts
Sources: Credit Agreement (Nabors Industries LTD), Credit Agreement (Parker Drilling Co /De/)
Disposition of Property. Dispose of Make any Disposition of its propertyProperty, whether now owned or hereafter acquired, or, in except (a) a Disposition by the case of any Guarantor to a Wholly-Owned Restricted Subsidiary, issue or sell any shares of such by a Restricted Subsidiary to the Guarantor or another Restricted Subsidiary’s Capital Stock , (b) Investments permitted by Clause C.16 hereof to any Personthe extent constituting Dispositions, except:
(ac) the Disposition of any Equity Interests of (or other Investments in) any Joint Venture to the extent required by the terms of any agreement governing such Joint Venture, (d) Dispositions of (i) obsolete or worn out property or accounts receivable and (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiariescollateral securing accounts receivable and guarantees supporting accounts receivable, in each case set forth in clauses (i) and (ii) as transferred in connection with a receivables financing permitted under Clause C.10(k) hereof, (e) Dispositions, of which the fair market value (as reasonably determined in good faith by a Senior Officer of the Guarantor), when aggregated with the proceeds of all other Dispositions incurred under this clause (e) within the same Fiscal Year, are less than or equal to the greater of (i) $100,000,000 and (ii) an amount equal to 12.5% of Consolidated Total Assets, (f) sales, rentals or leases of satellite capacity, bandwidth, beams, transponders or threads or other grants of rights of satellite use or of any other portion of a Satellite 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)) business 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 any Satellite (other property having a than the ViaSat-1 and ViaSat-2 Satellites) for fair market value (as reasonably determined in good faith by a Senior Officer of the Guarantor) to any Person for whom such Satellite was procured that is not to exceed $1,000,000,000 an Affiliate of the Guarantor; provided that in the aggregate for any fiscal year case of the Borrower;
clause (h) the d), no Potential Default or Event of Default then exists or would result from 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 made in connection with the collection any new 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value extended receivables financing and in the case of any such Disposition clause (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Salese), any consideration by way no Event of relief from, Default then exists or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries would result from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Sources: Third Amendment Agreement, Third Amendment Agreement (Viasat Inc)
Disposition of Property. Dispose of any of its propertyproperty (other than cash), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property, used equipment or other property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its SubsidiariesGroup Members, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b7.4(c), 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 Restricted Subsidiary’s Capital Stock to the Borrower Company 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 IndebtednessCash Equivalents;
(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 thereofthereof in the ordinary course of business;
(g) Dispositions by any Group Member to any other Group Member;
(h) Dispositions permitted by Section 7.9;
(i) Dispositions constituting investments in another Person;
(j) Dispositions of a portion of any property acquired after the Closing Date pursuant to an Acquisition, provided such Dispositions are effected within 360 days after such Acquisition;
(k) issuance by a newly-formed Restricted Subsidiary of its Capital Stock to any Group Member in connection with its formation;
(l) issuance by any Restricted Subsidiary of additional Capital Stock to any Group Member that already owns Capital Stock of such Restricted Subsidiary or to any other Group Member that is the Company or is a wholly owned Restricted Subsidiary, provided that if the Capital Stock of such Restricted Subsidiary is already owned directly by a Loan Party, then such Capital Stock shall be issued to such Loan Party;
(m) issuance by any non-wholly owned Restricted Subsidiary of additional Capital Stock to Persons that are not Group Members, if such issuance does not result in the dilution of the interests in the Capital Stock of such non-wholly owned Restricted Subsidiary held by the Group Members or, to the extent resulting in a dilution, is treated as a Disposition and is permitted under Section 7.5(n);
(n) Dispositions the Disposition during any fiscal year of non-core assets acquired in connection with the Company of other property having an Investment permitted under Section 7.7, including a Specified Transaction;aggregate fair market value not to exceed 5% of Consolidated Tangible Assets of the Company as of the end of the immediately preceding fiscal year; and
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary Disposition to any other Foreign an Unrestricted Subsidiary so long as at least 65% such Disposition is not of assets used in, and does not impair, the Capital Stock of such other Foreign Subsidiary (manufacturing or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition sales operations of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Sources: Credit Agreement (First Solar, Inc.), Credit Agreement (First Solar, Inc.)
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 obsolete, surplus 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 sale or licensing of inventory inventory, subscriptions to databases or software as a service, all in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(a), Investments permitted under Section 7.7 (other than Section 7.7 b), (m)c) and Restricted Payments permitted under Section 7.6(d);
(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 cash or Cash Equivalents in the ordinary course of business in transactions not otherwise prohibited by this Agreement; provided that until (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, Certain Funds Period has expired and (ii) the Interim Loans have been indefeasibly paid in full and all commitments with respect thereto have terminated, cash or Cash Equivalents on deposit in the Blocked Accounts may not be disposed of except to any Securitization Entity be transferred to an Escrow Account or (iii) in connection with to the incurrence satisfy the terms of any Securitization Indebtednessthe Offer or Scheme and fund a portion of the Acquisition consideration;
(f) discount or otherwise compromise for less than face value thereof, notes or accounts receivable in the sale ordinary course of business in or to resolve disputes;
(g) licenses, sublicenses, leases or subleases and similar arrangements for the use of the Budget Truck Division for fair market value as determined by property in the board ordinary course of directors business;
(h) Port Authority Technologies, Inc. may Dispose of the Capital Stock of Port Authority Technologies Israel Ltd. to another Subsidiary of the Borrower;
(gi) Rationalizing Constellation Dispositions; provided that (i) at least 80% of the consideration received in connection therewith consists of cash or Cash Equivalents, (ii) the assets are sold for no less than fair market value and (iii) the aggregate fair market value of the Rationalizing Constellation Dispositions identified in clause (ii) of the definition thereof and sold pursuant to this clause (i) does not exceed $50,000,000; and
(j) the Disposition of other property having a fair market value not to exceed $1,000,000,000 10,000,000 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 provided that at least 65lest 90% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed consideration received in connection with the Avis Europe Acquisition to the Borrower therewith consists of cash or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Sources: Senior Credit Agreement (Websense Inc), Senior Credit Agreement (Websense Inc)
Disposition of Property. Dispose of any of its propertyProperty (including, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock (including pursuant to any merger, consolidation, restructuring, recapitalization, reorganization or amalgamation) to any Person, except:
(a) the Disposition Dispositions 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 businessDispositions permitted by Section 6.4(b);
(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 SubsidiarySubsidiary Guarantor;
(d) the sale of inventory (as defined under GAAP, including Hydrocarbons sold as produced) which is sold in the ordinary course of business on ordinary trade terms; provided that any no Contract for the sale or issuance of any Subsidiary Guarantor’s Capital Stock Hydrocarbons shall only be to the obligate Borrower or another Subsidiary Guarantorany of its Subsidiaries to deliver Hydrocarbons at a future date without receiving full payment therefor within 90 days after delivery;
(e) Dispositions of claims against customers, working interest owners, other industry partners or any Related Eligible Assets (i) other Person in connection with the AESOP Financing Program workouts or the Centre Point Financing Programbankruptcy, (ii) to any Securitization Entity insolvency or (iii) in connection other similar proceedings with the incurrence of any Securitization Indebtednessrespect thereto;
(f) Dispositions of funds collected for the sale beneficial interest of, or of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerinterests owned by, royalty, overriding royalty or working interest owners;
(g) any Casualty Recovery Event, provided that the Disposition of other property having a fair market value not proceeds thereof are applied to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;one or more Qualified Investments; and
(h) Dispositions of Hydrocarbon Interests in any 12-month period not to exceed, in the Dispositions listed on Schedule 7.5(haggregate, 6% of the PV 10 Value of Borrower’s Oil and Gas Properties as set forth in the Reserve Report most recently delivered pursuant to Section 5.2(c)(i);
; provided (i) such Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses are for the fair market value thereof and sublicenses of real or personal property, and Intellectual Property the consideration received in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of such Disposition is cash and Cash Equivalents in the ordinary course of business;
(lii) 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 proceeds thereof are applied 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including Qualified Investments or to prepay the Loans in part under one such clause and in part under another such clauseaccordance with Section 2.7(c).
Appears in 2 contracts
Sources: Credit Agreement (Parsley Energy, Inc.), Credit Agreement (Parsley Energy, Inc.)
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) sales of inventory, used or surplus equipment in the ordinary course of business;
(b) Dispositions of used, damaged, worn out, obsolete or surplus property by the Borrower or any Subsidiary in the ordinary course of business and the abandonment or other Disposition of (i) obsolete intellectual property, in each case as determined by the Borrower or worn out property or (ii) any property that is such Subsidiary in its reasonable judgment to be no longer used economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole;
(c) sales, transfers, issuances and dispositions by (i) any Subsidiary to any Loan Party, and (ii) a Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party;
(d) leases of real or its Subsidiaries, in each case personal property in the ordinary course of business;
(be) the Disposition Investments and other transactions in compliance with Section 7.4 or Section 7.8;
(f) Dispositions of cash and Cash Equivalents in transactions not prohibited hereby and inventory and goods held for sale in the ordinary course of business;
(cg) 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;
(nh) Dispositions leases, subleases, assignments, licenses or sublicenses, in each case in the ordinary course of non-core assets acquired in connection business and which do not materially interfere with an Investment permitted under Section 7.7, including a Specified Transactionthe business of the Borrower and the Subsidiaries;
(oi) Dispositions by the Borrower or any transfers of its Subsidiaries of any Foreign Subsidiary property subject to any other Foreign Subsidiary so long as at least 65% Recovery Events upon receipt of the Capital Stock Net Cash Proceeds of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9Recovery Event;
(pj) Dispositions of minority interests in joint venturesRestricted Payments permitted by Section 7.6;
(k) [reserved]; and
(ql) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. other Dispositions; provided that all Dispositions permitted under paragraphs (fi) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and the aggregate revenues in the case respect of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000Disposition, for at least 75% cash consideration (excluding, calculated in the case aggregate with the aggregate revenues of an Asset Sale all other Dispositions made in accordance with this clause (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtednessl) (it being understood that for during the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock preceding four fiscal quarters of the Borrower) or any Subsidiary and the release , does not exceed 25% of total revenues of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary taken as a result whole for the four fiscal quarter period ending immediately prior to the consummation of such Disposition, (ii) no Default or Event of Default shall occur or shall reasonably be expected to occur with respect to any Disposition proposed to be consummated pursuant to this clause (l) by virtue of any reduction in the total revenues of the Borrower and its Subsidiaries, (iii) the Disposition shall be made to unaffiliated third parties for fair value and for cash consideration of not less than 70% of the value of the asset disposed and (iv) the Net Cash Proceeds of any Disposition pursuant to this Section 7.5(l) shall be applied to prepay the Term Loans in accordance with, and to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); providedrequired by, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.11(c).
Appears in 2 contracts
Sources: Credit Agreement (Allscripts Healthcare Solutions, Inc.), Credit Agreement (Allscripts Healthcare Solutions, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of the Borrower or any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete obsolete, damaged, uneconomic, used, surplus or worn out machinery, parts, property or (ii) any equipment, inventory or property that is or equipment no longer used or useful useful, in the conduct of the business of the Borrower its business, whether now owned or its Subsidiaries, in each case in the ordinary course of businesshereafter acquired;
(b) the Disposition sale of inventory and goods held for sale, each in the ordinary course of business;
(c) Dispositions permitted by clause Section 8.4(a), (b), (c), (d), (e), (f), (h) and (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 Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor or, if any Restricted Subsidiary is not a Loan Party, to any other Restricted Subsidiary; provided that ;
(e) any sale or issuance Restricted Subsidiary of the Borrower may Dispose of any Subsidiary Guarantor’s Capital Stock shall only be assets to the Borrower or another any Subsidiary Guarantor or, subject to Section 8.7(f) (to the extent applicable), any other Restricted Subsidiary, and any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of any assets, or issue or sell Capital Stock, to any other Restricted Subsidiary that is not a Subsidiary Guarantor;
(ef) Dispositions of any Related Eligible Assets cash or Cash Equivalents in the ordinary course of business in transactions not otherwise prohibited by this Agreement;
(g) (i) non-exclusive licenses of technology in connection the ordinary course of business which, in the aggregate, do not materially detract from the value of any Collateral or materially interfere with the AESOP Financing Program ordinary conduct of the business of the Loan Parties or any of their Restricted Subsidiaries and (ii) sales, leases, transfers or other dispositions (whether through the Centre Point Financing Programdirect transfer of the ownership of such Intellectual Property, transfer of the Capital Stock of the owner of such Intellectual Property, exclusive licensing of such Intellectual Property or otherwise) by the Borrower and the Restricted Subsidiaries of Intellectual Property to other Persons (other than to a Loan Party), in accordance with normal industry practice; provided that the aggregate purchase price or other consideration (exclusive of success or similar fees and royalties, including fees based on future enforcement of such Intellectual Property) for such sales in reliance upon this clause (g)(ii) shall not exceed $125,000,000 from and after the Ninth Amendment Effective Date;
(h) Dispositions of other property (other than Intellectual Property) so long as the Borrower and its Restricted Subsidiaries shall be in compliance with the Financial Covenants set forth in Section 8.1 on a pro forma basis as of the last day of the Reference Period then most recently ended; provided that (i) at the time of such Disposition, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) to any Securitization Entity at least 75% of the consideration received in connection with each such Disposition consists of cash or Cash Equivalents, (iii) each such Disposition is on an arm’s-length transaction and the Borrower or the applicable Subsidiary receives at least fair market value in connection exchange therefor and (iv) the Borrower applies such Net Cash Proceeds in compliance with the incurrence Section 4.2(b) of any Securitization Indebtednessthis Agreement;
(fi) sales, assignments, transfers or other dispositions of accounts receivable of any Foreign Subsidiary in the ordinary course of business as part of any accounts receivable financing transaction or factoring permitted pursuant to Section 8.2(w);
(j) (i) the issuance or sale of shares of any Restricted Subsidiary’s Capital Stock to qualified directors if required by applicable law and (ii) compensatory issuances or grants of Capital Stock of the Budget Truck Division for fair market value as determined Borrower approved by the Borrower’s board of directors, any committee thereof or any designee of either to employees, officer, directors or consultants made pursuant to equity-based compensation plans or arrangements that have been approved by the shareholders of the Borrower;
(gk) Dispositions or exchanges of equipment or other 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 other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrowersuch replacement property;
(h) the Dispositions listed on Schedule 7.5(h);
(il) Dispositions in the form of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property leases entered into in the ordinary course of business, and to the extent that they do not materially interfere with the business of the Borrower or any intercompany licenses and sublicenses of Intellectual PropertyRestricted Subsidiary, taken as a whole;
(km) dispositions Dispositions of the Capital Stock of Unrestricted Subsidiaries;
(n) the abandonment or use other Disposition of cash immaterial or non-core Intellectual Property (including allowing any registrations or any applications for registration of any Intellectual Property to lapse or go abandoned) to the extent the Borrower determines in its reasonable business judgment that (i) such Intellectual Property is not commercially reasonable to maintain under the circumstances and Cash Equivalents (ii) such Disposition would not materially and adversely affect the business of the Borrower and its Restricted Subsidiaries; it being understood for purposes of this clause (n), “non-core” means that such Intellectual Property is not implicated in any of the most recently developed product roadmaps ratified by an executive vice president, senior vice president or other Responsible Officer of the Borrower or the applicable Restricted Subsidiaries and developed together with the legal department thereof, provided, that the Borrower shall set forth in each Compliance Certificate delivered hereunder (A) a list of all Intellectual Property Disposed pursuant to this clause (n) for the period covered thereby and (B) a certification of a Responsible Officer of the Borrower that such Dispositions satisfy the requirements of this clause (n);
(o) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;
(lp) the abandonmentunwinding or settling of any Swap Agreement;
(q) Dispositions of Investments in joint ventures to the extent required by, termination or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(r) sales and other assignments, transfers or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness dispositions of accounts receivable in connection with the compromise or collection or compromise thereof;
(ns) any Designated Permitted Dispositions;
(t) any Permitted Restructuring; and
(u) Dispositions of non-core or obsolete assets (including non-core or obsolete Intellectual Property) acquired in connection with an Investment any Acquisition or other permitted under Section 7.7, including a Specified Transaction;
Investments; provided that (oi) Dispositions by at 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 time of such other Foreign Subsidiary Disposition, no Event of Default shall have occurred and be continuing or would result therefrom, (or any parent company of such other Foreign Subsidiaryii) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisoconsideration received in connection with each such Disposition consists of cash or Cash Equivalents and (iii) each such Disposition is on an arm’s-length transaction and the Borrower or the applicable Subsidiary receives at least fair market value in exchange therefor. Notwithstanding anything to the contrary contained in this Agreement, the following shall be deemed Disposition of Material Intellectual Property by a Loan Party to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer not a Subsidiary as a result of such Disposition, Loan Party shall not be permitted except for Dispositions permitted pursuant to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4Section 8.5(g) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Sources: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any of property that is no longer used or useful in the conduct of the business of the Borrower or and its Restricted Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of Cash Equivalents and sale 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 7.67.4(c);
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Wholly-Owned Subsidiary;
(e) the Disposition for market value of other property in the aggregate having a book value not exceeding 15% of the consolidated assets of the Borrower and its Restricted Subsidiaries in the aggregate from and after the Closing Date (with consolidated assets being determined at the time of any such Disposition by reference to the most recent consolidated financial statements delivered pursuant to Section 6.1); provided that if such Disposition, together with all related Dispositions, involves assets with a value in excess of $5.0 million, not less than 75% of the total consideration for any sale such Disposition shall be paid to the Borrower in cash or issuance within 180 days after the consummation of such Disposition is reasonably expected to and shall be converted into cash; and provided, further, that any Subsidiary Guarantor’s Capital Stock liabilities that, if not assumed by the transferee with respect to the applicable Disposition, would have been deducted in calculating the Net Cash Proceeds from such Disposition but that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall only have been validly released by all applicable creditors in writing, shall be treated as cash consideration;
(f) any of the Borrower and its Restricted Subsidiaries may transfer assets to the Borrower or another any Subsidiary Guarantor;
(eg) 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 Borrower and its Restricted Subsidiaries shall be permitted to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrowermake Permitted Dispositions;
(h) any of the Dispositions listed on Schedule 7.5(h)Borrower and its Restricted Subsidiaries shall be permitted to sell or otherwise dispose of property and other assets pursuant to Sale Leaseback Transactions permitted under Section 7.11;
(i) Dispositions like-kind exchanges of properties existing assets for similar replacement assets, so long as the receipt of the replacement assets in such exchange occurs promptly following the transfer thereof; provided that to the extent the assets that were subject to condemnationto, eminent domain or taking;and exchanged in connection with, such like-kind exchange constituted Collateral, assets acquired in connection therewith shall constitute Collateral; and
(j) leases, subleases, licenses and sublicenses any 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 and its Restricted Subsidiaries of any Foreign Subsidiary shall be permitted to any other Foreign Subsidiary so long as at least 65% dispose of the Capital Stock of such other Foreign an Unrestricted Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to for fair market value. Notwithstanding the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any foregoing, the Disposition of any Foreign Capital Stock of a Restricted Subsidiary (other than as permitted by clause (d) above) shall not be permitted unless all the Capital Stock of such Restricted Subsidiary is Disposed of pursuant to such Disposition (and any holding company formed other Investments in connection with the Avis Europe Acquisition to the Borrower such Restricted Subsidiary, or any of its Restricted Subsidiaries, are also Disposed of or otherwise repaid in connection with such Disposition, or are treated as Investments under, and permitted by, clause (y) of Section 7.8). provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) To the extent the Required Lenders waive the provisions of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness the sale or other disposition of any Subsidiary that is no longer a Subsidiary as a result of such DispositionCollateral, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations Collateral is sold or disposed of as permitted by this Section, such Collateral in each case (unless sold or disposed of to provide credit support in respect a Loan Party) shall be sold or otherwise disposed of such Indebtedness free and (4) securities received clear of the Liens created by the Borrower or any Subsidiary from Loan Documents and the transferee that Administrative Agent shall take such actions in accordance with Section 10.14 as are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described appropriate in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)connection therewith.
Appears in 2 contracts
Sources: Amendment Agreement (National Mentor Holdings, Inc.), Credit Agreement (National Mentor Holdings, Inc.)
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 Dispositions 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 Dispositions of inventory 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)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6;
(b)(ii)(A); (d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided that any sale other Loan Party, 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 (iii) in connection with any transaction that does not result in a Change of Control; (e) the AESOP Financing Program use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
other Loan Documents; (f) the sale non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrower;
business; (g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Group Member which acquires the property; (h) Dispositions of property subject to a Casualty Event; (i) leases or subleases of real property; (j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (l) Restricted Payments permitted by Section 7.6, Investments permitted by Section 7.8 and Liens permitted by Section 7.3; and (m) Dispositions of other property having a fair market value not to exceed $1,000,000,000 5,000,000 in the aggregate for any fiscal year of the Borrower;
(h) Group Members, provided that at 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 time of any Foreign Subsidiary such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans in accordance with Section 2.12(e). Provided, however, that any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the BorrowerDispositions (x) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtednesssolely between Loan Parties, (3y) Indebtedness of any Subsidiary Dispositions solely between Group Members that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).are
Appears in 2 contracts
Sources: Credit Agreement (Alkami Technology, Inc.), Credit Agreement (Alkami Technology, Inc.)
Disposition of Property. Dispose of Consummate 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 PersonAsset Sale, except:
(a) the Disposition of (i) obsolete or used, surplus, damaged, obsolete, worn out or other immaterial property or (ii) any property in the ordinary course of business, including Intellectual Property that is is, in the reasonable judgment of the Borrower, no longer used commercially desirable to maintain or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of businesstaken as a whole;
(b) the Disposition sale 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;
(d) the Disposition of property that is vacant and not required for ingress or egress for operation of the Refinery;
(e) Dispositions a Disposition of any Related Eligible Assets (i) in connection with the AESOP Financing Program North Yard or the Centre Point Financing Program, West Yard or (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother North Yard Assets or Other Logistics Assets to an Affiliate Transferee;
(f) the any issuance or sale of the Budget Truck Division for fair market value as determined by the board of directors of the BorrowerCapital Stock of, or Indebtedness or other securities of, an Excluded Subsidiary;
(g) (i) Dispositions permitted by Section 6.3, (ii) Investments permitted by Section 6.7, (iii) Restricted Payments permitted by Section 6.5, (iv) Liens permitted by Section 6.2, and (v) Dispositions permitted by Section 6.10;
(h) Dispositions of cash and Cash Equivalents in the ordinary course of business consistent with past practice;
(i) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business consistent with past practice and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and any other similar agreements permitted under Section 6.2(w) or 6.2(cc);
(j) sales, Dispositions or contributions of property (i) between Loan Parties, (ii) between Restricted Subsidiaries that are not Loan Parties or (iii) by Restricted Subsidiaries that are not Loan Parties to the Loan Parties;
(k) transfers of property subject to Recovery Events upon receipt of the Net Cash Proceeds of such Recovery Event;
(l) the unwinding of Swap Agreements permitted hereunder;
(m) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property arising from foreclosure or similar action or that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement;
(n) transactions under the Supply and Offtake Documents;
(o) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased);
(p) Dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the Joint Venture parties set forth in Joint Venture arrangements and similar binding arrangements;
(q) Dispositions of accounts receivable or notes receivables in the ordinary course of business in connection with the collection or compromise thereof solely to the extent not constituting Collateral; and
(r) the Disposition of other property having a fair market value not to exceed $1,000,000,000 10,000,000 in the aggregate for any fiscal year of the Borrower;
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 with unused amounts 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 such other Foreign Subsidiary) is pledged calendar year being carried forward to the Administrative Agent pursuant to Section 6.9;
next succeeding (pbut no other) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clausefiscal year).
Appears in 2 contracts
Sources: Term Loan Agreement (Philadelphia Energy Solutions Inc.), Term Loan Agreement (Philadelphia Energy Solutions Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquiredacquired (including, without limitation, the cancelation of any Indebtedness owing to any Group Member other than for reasonable consideration or in the ordinary course of business), or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions 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 Dispositions of inventory 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)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6(b)(ii)(A);
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, or (ii) in connection with any transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Group Member which acquires the property;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of real property;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Restricted Payments permitted by Section 7.6, Investments permitted by Section 7.8 and Liens permitted by Section 7.3;
(m) Dispositions of other property having a fair market value not to exceed $1,000,000,000 100,000 in the aggregate for any fiscal year of the Borrower;
(h) , provided that at the Dispositions listed on Schedule 7.5(h);
(i) Dispositions time of properties subject to condemnationany such Disposition, eminent domain no Event of Default shall have occurred and be continuing 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 businesswould result from such Disposition; 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;
other property (o) Dispositions by other than Intellectual Property necessary for the Borrower or any ongoing operation of its Subsidiaries the business of any Foreign Subsidiary Loan Party) having a fair market value not to exceed $250,000 in the aggregate for any other Foreign Subsidiary so long as at least 65% fiscal year of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. Borrower, provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in at the case time of any such Disposition Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that, (or series of related Dispositionsx) that yields gross proceeds to any Loan Party in excess of $25,000,000such property is sole for fair market value, for (y) at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support consideration received in respect of such Indebtedness Disposition shall be received in the form of cash or Cash Equivalents and (4z) securities received by the Borrower or any Subsidiary from Net Cash Proceeds thereof are used to prepay the transferee that are converted by the Borrower or such Subsidiary into cash within 180 daysTerm Loans in accordance with Section 2.6(d); provided, furtherhowever, that if any Disposition made pursuant to this Section 7.5 (other than Dispositions (x) solely between Loan Parties, (y) Dispositions solely between Group Members that are not Loan Parties or (z) Dispositions between a Loan Party and a Group Member that is not a Loan Party in which the Group Memberterms thereof in favor of a Loan Party are at least arm’s action or event meets the criteria of more than one of the types of Dispositions described length terms) shall be made in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)good faith on an arm’s length basis for fair value.
Appears in 2 contracts
Sources: Credit Agreement (TransMedics Group, Inc.), Credit Agreement (TransMedics Group, Inc.)
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 $1,000,000,000 500,000,000 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Sources: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions 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 Dispositions of inventory 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 the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, or (ii) in connection with any transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(i) the non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in connection with the AESOP Financing Program or the Centre Point Financing Program, ordinary course of business; and (ii) to any Securitization Entity or (iii) licensing of patents, trademarks, copyrights, and other Intellectual Property rights customary for companies of similar size and in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value same industry as determined Borrower and that are approved by the Borrower’s board of directors and which would not result in a legal transfer of title of such licensed Intellectual Property, but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the BorrowerUnited States;
(g) the Disposition of property (i) by any Loan Party to any other Loan Party, and (ii) by any Subsidiary that is not a Loan Party to any other Group Member;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of real property;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with Section 6.3(a);
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower;
(h) , provided that at the Dispositions listed on Schedule 7.5(h);
(i) Dispositions time of properties subject to condemnationany such Disposition, eminent domain no Event of Default shall have occurred and be continuing 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 businesswould result from such Disposition; 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 payments permitted under Section 7.77.6 and Liens permitted under Section 7.3. provided, including a Specified Transaction;
(o) Dispositions by the Borrower or however, that 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 such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 2 contracts
Sources: Credit Agreement (Radisys Corp), Credit Agreement (Radisys Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Hortonworks, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) surplus, 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 Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by Section 7.4(a) or 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 the 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 of Hortonworks (i) to the Borrower Borrower, any other Loan Party, another Subsidiary, or another in order to qualify members of the governing body of such Subsidiary Guarantor(if required by applicable law), or (ii) in connection with any transaction that does not result in a Change of Control;
(e) Dispositions the use or transfer of any Related Eligible Assets money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(i) the non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in connection with the AESOP Financing Program or the Centre Point Financing Programordinary course of business, and (ii) the dedication to any Securitization Entity or (iii) public use of Intellectual Property rights in connection with the incurrence ordinary course 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 Borrowerbusiness;
(g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member;
(h) Dispositions of property subject to a Casualty Event;
(i) (i) leases or subleases of Real Property, and (ii) the granting, creation or existence of a Permitted Lien;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with Section 6.3(b);
(i) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders, and (ii) the settlement, release or surrender of other claims in the ordinary course of business; and
(l) Dispositions of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower;
(h) ; provided that at 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 time of any Foreign Subsidiary to such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition. provided, however, that any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 (other than in respect of Dispositions pursuant to 7.5(f)(ii)) shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration as reasonably determined by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Sources: Credit Agreement (Hortonworks, Inc.), Credit Agreement (Hortonworks, Inc.)
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 obsolete, damaged, worn out property or surplus property, assets or rights (ii) any property that is no longer including surplus real property), or property, assets or rights not used or useful in the conduct of the business of the Borrower or its SubsidiariesBorrower, in each case in the ordinary course of businessbusiness or where such property is not otherwise material to the operation of the Project or the business of the Borrower;
(b) the Disposition sale of inventory in the ordinary course of business; 103 ▇▇▇▇▇ Wind – Credit Agreement
(c) sales of (and the granting of any option or other right to purchase, lease or otherwise acquire) power, capacity, emissions credits, or ancillary services or other 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 liquidation, sale or issuance use 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 Guarantorcash and Cash Equivalents;
(e) Dispositions sales or discounts without recourse of any Related Eligible Assets (i) accounts receivable arising in the ordinary course of business in connection with the AESOP Financing Program compromise or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednesscollection thereof;
(f) easements, licenses, leases or subleases of real or personal property in the sale ordinary course of business not materially interfering with the Budget Truck Division for fair market value as determined conduct by the board Borrower of directors its business on or at the property that is the subject of the Borrowersuch lease or sublease;
(g) transfers of condemned property as a result of the Disposition exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), or transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement (provided that any proceeds of a Recovery Event shall be applied in accordance with Section 6.19);
(h) Dispositions among the Borrower and the other Loan Parties;
(i) termination or unwinding of Commodity Hedge and Power Sales Agreements in accordance with Section 7.10;
(j) other Dispositions on an arm’s-length basis for cash consideration having a fair market value not to exceed (i) $1,000,000,000 1,000,000 in any fiscal year and (ii) $5,000,000 in the aggregate for any fiscal year all such Dispositions for the period from the Closing Date until the Term Facility Maturity Date; provided that such Disposition is not reasonably expected to materially and adversely affect the operation and maintenance 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;Project; and
(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 disposal of all or compromise thereof;
(n) Dispositions substantially all of non-core its assets acquired in connection with an Investment as 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries7.4. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to To the extent that the Borrower and each other Subsidiary are released from Disposition of any Guarantee Obligations or any other obligations property could be attributable to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one subsection of the types of Dispositions described in the clauses abovethis Section 7.5, the Borrower in its sole discretion may classify (and reclassify) allocate such action or event in Disposition to any one or more clauses (including in part under one of such clause subsections and in part under another such clause)no event shall the same portion of Disposition be deemed to utilize or be attributable to more than one subsection.
Appears in 2 contracts
Sources: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)
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 Dispositions 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 Dispositions of inventory 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)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6(b)(ii)(A);
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, or (ii) in connection with any transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Group Member which acquires the property;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of real property;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Restricted Payments permitted by Section 7.6, Investments permitted by Section 7.8 and Liens permitted by Section 7.3; and
(m) Dispositions of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower;
(h) Group Members, provided that at 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 time of any Foreign Subsidiary such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans in accordance with Section 2.12(e). provided, however, that any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 (other than Dispositions (x) solely between Loan Parties, (y) Dispositions solely between Group Members that are not Loan Parties or (z) Dispositions between a Loan Party and a Group Member that is not a Loan Party in which the terms thereof in favor of a Loan Party are at least arm’s length terms) shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 2 contracts
Sources: Credit Agreement (Alkami Technology, Inc.), Credit Agreement (Alkami Technology, Inc.)
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 Dispositions of (i) obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries (including the abandonment or other Disposition of Intellectual Property that is, in the reasonable business judgment of the Borrower and its Subsidiaries, in each case in no longer material to the ordinary course conduct of businessthe business of the Loan Parties taken as a whole);
(b) the Disposition sale, transfer or lease of inventory any assets 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 7.67.4;
(d) the sale sale, contribution 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 by the AESOP Financing Program or the Centre Point Financing Program, (ii) Borrower to any Securitization Entity Subsidiary and by any Subsidiary to the Borrower or (iii) in connection with the incurrence of any Securitization Indebtednessother Subsidiary on reasonable terms;
(f) Dispositions constituting the sale making or liquidating of the Budget Truck Division for fair market value as determined Investments permitted by the board of directors of the BorrowerSection 7.8;
(g) Dispositions constituting the making of a Restricted Payment permitted by Section 7.6;
(h) Dispositions of assets to the extent that (i) such assets are exchanged for credit against the purchase price of similar replacement assets or (ii) the proceeds of such Dispositions are promptly applied to the purchase price of such replacement assets;
(i) Dispositions of accounts receivable in connection with the collection or compromise thereof;
(j) leases, subleases, licenses or sublicenses of property (including Intellectual Property) on customary terms in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; and
(k) the Disposition of other property having a fair market value not to exceed $1,000,000,000 7.5% of the total assets in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed , calculated 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Pro Forma Basis.
Appears in 2 contracts
Sources: Credit Agreement (Gartner Inc), Credit Agreement (Gartner Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) To the Disposition of (i) obsolete extent constituting a Disposition, Indebtedness, Liens, mergers, consolidations, amalgamations, Restricted Payments, Investments and Swap Agreements expressly permitted by Section 6.1, 6.2, 6.3, 6.5, 6.6 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 business6.9;
(b) Dispositions that do not constitute Asset Sales; provided, that nothing in this clause (b) shall be construed as permitting 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 Guarantor to any Person other than to the Borrower or another Subsidiary Guarantor;
(ec) Dispositions Asset Sales, the proceeds of any Related Eligible Assets which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes of other debt securities and valued at fair market value in the case of other non-cash proceeds) (i) in connection are less than $1,000,000 with the AESOP Financing Program respect to any single Asset Sale or the Centre Point Financing Program, series of related Asset Sales and (ii) to any Securitization Entity or (iii) in connection when aggregated with the incurrence proceeds of any Securitization Indebtedness;
all other Asset Sales made within the same Fiscal Year, are less than $10,000,000; provided that (fx) the sale of consideration received for all such assets shall be in an amount at least equal to the Budget Truck Division for fair market value as thereof (determined in good faith by the board of directors of the Borrower;
Borrower (gor any similar governing body)), (y) no less than 75% thereof shall be paid in cash, and (z) the Net Cash Proceeds thereof shall be applied as required by Section 2.5(b); provided, that nothing in this clause (c) shall be construed as permitting the Disposition or issuance of Capital Stock of any Subsidiary Guarantor to any Person other property having a fair market value not than 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 Borrower 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 businessanother Subsidiary Guarantor; and
(md) 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% no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Consolidated Senior Secured Debt Ratio as of the Capital Stock last day of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.9;
5.1 (p) Dispositions but based on Consolidated Senior Secured Debt at the time of minority interests in joint ventures; and
(q) any and after giving effect to the Disposition of any Foreign Subsidiary and any holding company formed other Dispositions in connection with the Avis Europe Acquisition relevant period) is equal to or less than the Borrower or any of its Subsidiaries. Required Consolidated Senior Secured Debt Ratio, a Group Member may make additional Dispositions; provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 the Net Cash Proceeds thereof shall be made for fair value and applied to immediately prepay the Loans in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability accordance with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.5(d).
Appears in 2 contracts
Sources: Term Facility Credit Agreement (Fender Musical Instruments Corp), Term Facility Credit Agreement (Fender Musical Instruments Corp)
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 Dispositions of (i) obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries (including the abandonment or other Disposition of Intellectual Property that is, in the reasonable business judgment of the Borrower and its Subsidiaries, in each case in no longer material to the ordinary course conduct of businessthe business of the Loan Parties taken as a whole);
(b) the Disposition sale, transfer or lease of inventory any assets in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under 7.3 and Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.67.4;
(d) the sale sale, contribution 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 by the AESOP Financing Program or the Centre Point Financing Program, (ii) Borrower to any Securitization Entity Subsidiary and by any Subsidiary to the Borrower or (iii) in connection with the incurrence of any Securitization Indebtednessother Subsidiary on reasonable terms;
(f) Dispositions constituting the sale making or liquidating of the Budget Truck Division for fair market value as determined Investments permitted by the board of directors of the BorrowerSection 7.8;
(g) Dispositions constituting the making of a Restricted Payment permitted by Section 7.6;
(h) Dispositions in connection with Permitted Sale Leasebacks permitted by Section 7.10;
(i) Dispositions of assets to the extent that (i) such assets are exchanged for credit against the purchase price of similar replacement assets or (ii) the proceeds of such Dispositions are promptly applied to the purchase price of such replacement assets;
(j) Dispositions of accounts receivable in connection with the collection or compromise thereof;
(k) leases, subleases, licenses or sublicenses of property (including Intellectual Property) on customary terms in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries;
(l) Dispositions of cash and Cash Equivalents;
(m) Dispositions of assets subject to any casualty or condemnation proceeding (including in lieu thereof);
(n) the lapse or abandonment of any Intellectual Property in the ordinary course of business which in the reasonable good faith judgment of the Borrower is no longer used or useful in its business;
(o) Dispositions of leases, subleases, licenses or sublicenses for the use of property of the Borrower and its Subsidiaries, in each case in the ordinary course of business and that do not materially interfere with the business of the Borrower and its Subsidiaries;
(p) the unwinding of hedging obligations pursuant to their terms;
(q) the Disposition of other property having a fair market value not to exceed $1,000,000,000 7.5% of the total assets in the aggregate for any fiscal year of the Borrower;
, calculated on a Pro Forma Basis (h) the Dispositions listed on Schedule 7.5(hprior to giving effect to such Disposition);
(ir) Dispositions any swap of properties subject to condemnation, eminent domain assets in exchange for other assets or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property services in the ordinary course of business, and any intercompany licenses and sublicenses business that are of Intellectual Property;
(k) dispositions comparable or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination greater value 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 such other Foreign Subsidiary) is pledged usefulness to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the Borrower;
(s) Dispositions or leases of equipment related to information technology infrastructure located within the Borrower’s or a Subsidiary’s shared service centers or office locations, including assets related to electrical, fire protection, security, communications, servers, storage, backup and recovery functions, software applications and software licenses owned by the Borrower or a Subsidiary;
(t) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a binding commitment entered into at a time when no Default exists), no Event of Default shall exist or would result from all liability such Disposition and (ii) with respect to payment any Disposition pursuant to this clause (t) for a purchase price in excess of $37,500,000, (A) the total consideration paid in connection with any such Disposition shall be in an amount not less than the fair market value of the property disposed of, and (B) any Loan Party shall receive not less than 75% of such Indebtednessconsideration in the form of cash or Cash Equivalents (free and clear of all Liens at the time received (after giving effect to any repayment of Indebtedness when received) other than Liens permitted by Section 7.3); provided, however that for the purposes of this clause (B), (31) Indebtedness any liabilities (as reflected in the most recent balance sheet of any Subsidiary the Borrower provided hereunder or in the footnote thereto of the Borrower or such other Loan Party), that is no longer a Subsidiary as a result of such Disposition, are assumed by the transferee with respect to the extent that applicable Disposition (without further recourse to the Borrower and each or such other Subsidiary are released Loan Party), (2) any securities received by such Loan Party from any Guarantee Obligations or any other obligations to provide credit support a transferee in respect of such Indebtedness Disposition that are converted by such Loan Party into cash within 180 days following closing of the applicable Disposition, and (43) securities any Designated Non-Cash Consideration received by the Borrower or any Subsidiary from other Loan Party in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (3) that is at that time outstanding, not in excess of 2.50% of the transferee consolidated total assets of the Borrower and its Subsidiaries at the time of receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) shall be deemed to be cash; and
(u) Dispositions of assets acquired as part of the Transactions that are converted determined by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)good faith to be non-core assets.
Appears in 2 contracts
Sources: Credit Agreement (Gartner Inc), 364 Day Bridge Credit Agreement (Gartner Inc)
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 sale 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) (i) the sale sale, transfer or issuance of any Subsidiary’s Capital Stock to the Parent Borrower or any Wholly Owned Subsidiary; provided that any sale Subsidiary Guarantor and (ii) the sale, transfer or issuance of any Subsidiary GuarantorForeign Subsidiary’s Capital Stock shall only be to any Wholly Owned Subsidiary of the Borrower or another Subsidiary GuarantorParent Borrower;
(e) Dispositions sales of any Related Eligible Assets (i) Receivables and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction, provided that 100% of the proceeds received in connection with therewith (other than proceeds in the AESOP Financing Program form of customary equity or debt interests in the Centre Point Financing Program, (iirelevant Receivables Entity) to any Securitization Entity are in the form of cash or (iii) in connection with the incurrence of any Securitization IndebtednessCash Equivalents;
(f) transfers of assets by the sale Parent Borrower or any Domestic Subsidiary to Foreign Subsidiaries so long as the aggregate book value of the Budget Truck Division for fair market assets subject to such asset transfer, when combined with the aggregate book value as determined by the board of directors of the Borrower;assets subject to all other such transfers consummated during the immediately preceding twelve-month period, shall not exceed 3% of Consolidated Total Assets determined as at the end of the most recently ended fiscal quarter for which the relevant financial information is available; and
(g) the Disposition Dispositions of other property having a assets (other than pursuant to receivables securitizations) so long as (i) such transaction is for not less than fair market value not to exceed $1,000,000,000 (as determined 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 good faith by the Borrower Parent Borrower’s management or any board of its Subsidiaries directors), (ii) no Event of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary Default shall be in existence or result therefrom (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent including, on a pro forma basis, pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f7.1) and (g)(iiii) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any Asset Sale, when combined with all other Asset Sales consummated during the immediately preceding twelve-month period (collectively, “Relevant Asset Sales”), (x) the aggregate book value of the assets subject to such Disposition (Relevant Asset Sales shall not exceed 15% of Consolidated Total Assets determined as at the end of the most recently ended fiscal quarter for which the relevant financial information is available plus consolidated total assets acquired by the Parent Borrower or series its Subsidiaries pursuant to acquisitions made after such fiscal quarter and on or prior to the date of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an such Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtednessdetermined in accordance with GAAP) and (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2y) the assumption aggregate amount of Indebtedness of the Borrower consideration (other than Disqualified Stock cash and Cash Equivalents) received pursuant to such Relevant Asset Sales shall not exceed the sum of 5% of Consolidated Net Worth determined as at the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment end of such Indebtedness, (3) Indebtedness fiscal quarter plus an additional aggregate amount of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).$100,000,000;
Appears in 1 contract
Disposition of Property. Dispose The Company will not, and will not permit any Restricted Subsidiary, to dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted 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 sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause clauses (ii)(A) and (ii) of Section 7.4(b10.6(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 Restricted Subsidiary’s Capital Stock to the Borrower Company 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 sales of any Related Eligible Securitization Assets in Securitizations, provided that (i) in connection with each such Securitization is effected on market terms as reasonably determined by the AESOP Financing Program or management of the Centre Point Financing Program, Company and (ii) to the aggregate amount of Third Party Interests in respect of all such Securitizations does not exceed $100,000,000 at any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednesstime outstanding;
(f) a sale-leaseback by the sale Company or its Restricted Subsidiaries of the Budget Truck Division fixed assets for fair market value as determined in a transaction not otherwise prohibited hereunder, provided that (x) such assets were first acquired by the board Company or its Restricted Subsidiaries no earlier than 180 days prior to the date of directors such sale-leaseback and (y) the fair market value of assets Disposed of pursuant to this paragraph (f) shall not exceed $10,000,000 in the Borroweraggregate in any fiscal year;
(g) the Disposition payment of other property having a fair market value not cash dividends to exceed $1,000,000,000 in the aggregate for any fiscal year holders of the BorrowerCompany’s outstanding Capital Stock and the payment of cash dividends to the holders of any Restricted Subsidiary’s outstanding Capital Stock on a pro rata basis;
(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 and marketable securities for a purchase price that is not less than fair market value of the Investments being sold in connection with the cash management operations of the Company and its Restricted Subsidiaries in the ordinary course of business;
(li) the abandonment, termination sale or issuance of the Company’s or any Restricted Subsidiary’s Capital Stock under compensation arrangements and employee benefits plans approved by the board of directors of the Company or such Restricted Subsidiary;
(j) Dispositions of property by any Restricted Subsidiary that is not a Subsidiary Guarantor to any other disposition Restricted Subsidiary that is not a Subsidiary Guarantor;
(k) Dispositions of Intellectual Property property by the Company or leasehold properties in any Restricted Subsidiary to the ordinary course of businessCompany or any Subsidiary Guarantor; and
(ml) 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with other property, provided that, at the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result time of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one fair market value of the types property so Disposed, together with the fair market value of Dispositions described in all other MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement property Disposed under this Section 10.7(l) during such fiscal year of the clauses aboveCompany, shall not exceed 25% of Consolidated Tangible Assets (determined as of the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauselast day of the immediately preceding fiscal quarter for which financial statements have been delivered pursuant to Section 7.1).
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (MSC Industrial Direct Co Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, used, surplus or worn out property in the ordinary course of business (including the abandonment or other Disposition of Intellectual Property that is in the reasonable judgment of the Borrower, no longer economically practicable to maintain or used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole), (ii) any Dispositions of property that is no longer used or useful in the conduct of the business of the Borrower or and its Subsidiaries, in each case in the ordinary course of businessRestricted Subsidiaries and (iii) cash and Cash Equivalents;
(b) the Disposition sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(bSections 8.4(a), Investments permitted under Section 7.7 (other than Section 7.7 (m)8.4(b) and Restricted Payments permitted under Section 7.68.4(e);
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned SubsidiarySubsidiary Guarantor; provided that any and the sale or issuance of any Capital Stock of a Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor’s Capital Stock shall only be to , the Borrower or another any other 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 Indebtednesssale-leaseback transactions permitted by Section 8.11;
(f) sales, transfers or dispositions by the sale Borrower or any of its Restricted Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default then exists or would result therefrom, (ii) the Budget Truck Division for Borrower or such Restricted Subsidiary receives at least fair market value (as determined in good faith by the board of directors Borrower), (iii) the aggregate proceeds received by the Borrower or such Restricted Subsidiary from all such sales, transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the Borroweraggregate consideration paid for such Permitted Acquisition, and (iv) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of such Permitted Acquisition;
(g) the sale of Securitization Assets to one or more Securitization Subsidiaries in connection with a Permitted Securitization;
(h) Dispositions of property from (a) the Borrower to any Subsidiary Guarantor, (b) from any Subsidiary Guarantor to any other Subsidiary Guarantor and (c) any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor or to any Loan Party;
(i) Dispositions permitted by Section 8.3 and Section 8.8;
(j) leases or subleases of property in the ordinary course of business which do not materially interfere with the conduct of the business of the Borrower or any of its Restricted Subsidiaries taken as a whole;
(k) Dispositions of property in connection with Recovery Events;
(l) Dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business;
(m) the Borrower or any Restricted Subsidiary may effect Permitted Exchanges in accordance with the definition thereof;
(n) sales, transfers, leases and other dispositions to a Foreign Subsidiary; provided, that any such sales, transfers, leases or other dispositions from Borrower or a Restricted Subsidiary that is a Loan Party shall be made (i) in compliance with Section 8.10 and (ii) to the extent not made in compliance with Section 8.10, shall be treated as an Investment in such Foreign Subsidiary and shall be permitted only to the extent permitted pursuant to Section 8.8;
(o) Dispositions of Investments in joint ventures, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that the consideration received shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower);
(p) sales, forgiveness or other dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof;
(q) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; and
(r) the Disposition of other property having a fair market value not to exceed $1,000,000,000 50,000,000 in the aggregate for any fiscal year if the consideration received from such Disposition is no less than fair market value of such assets (as determined in good faith by 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for which at least 75% is received in cash consideration (excluding, in or Cash Equivalents at the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result closing of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, or issue or sell any shares of such Subsidiary’s its 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 sale of inventory in the ordinary course of business; the Disposition of cash and Cash Equivalents for fair value; the license of intellectual property in the ordinary course of business; and leases and subleases with respect to excess capacity and not materially interfering with the ordinary conduct 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 TWTC's common stock or preferred stock to any Person, provided that (i) to the extent the Net Cash Proceeds thereof are not (a) required to be applied towards the repayment of any bridge financing described in the definition of Additional Financing pursuant to the terms of such bridge financing, (b) being used to 71 66 replace or refinance any Rollover Notes or (c) being used for any purpose permitted under Section 7.9, the Net Cash Proceeds thereof shall be contributed to the Borrower as either equity or debt to the extent TWTC has cash and Cash Equivalents in excess of $25,000,000 in the aggregate (provided that to the extent contributed as debt, such debt shall be evidenced by an Intercompany Subordinated Note) and (ii) if such preferred stock constitutes Cash Pay Preferred Stock, it is issued in compliance with Section 7.2;
(e) the sale or issuance of any Subsidiary’s '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;
(ef) Dispositions of any Related Eligible Assets Exchange by TWTC and its Subsidiaries, provided that (i) in connection with on the AESOP Financing Program date of such Exchange, no Default or the Centre Point Financing ProgramEvent of Default shall have occurred and be continuing or would result therefrom, (ii) to the assets received in connection with such Exchange shall be received by a Wholly Owned Subsidiary of TWTC or, in the case of any Securitization Entity or Capital Stock so received, by the Borrower and (iii) in the event that any cash consideration is paid or received by TWTC or any of its Subsidiaries in connection with such Exchange, then (a) the incurrence payment of any Securitization Indebtedness;
such cash is permitted by Section 7.7 or Section 7.8(i), as applicable and in accordance with GAAP, and (fb) the sale Disposition related to the receipt of the Budget Truck Division for fair market value as determined any such cash is permitted by the board of directors of the BorrowerSection 7.5(h);
(g) the Disposition of any Investments made pursuant to Section 7.8(g), provided that the Net Cash Proceeds of such Disposition shall be applied to the prepayment of the Term Loans and the permanent reduction of the Revolving Commitments and the Delayed-Draw Term Commitments to the extent required by Section 2.9(b);
(h) the Disposition of other property having a fair market value not to exceed $1,000,000,000 50,000,000 in the aggregate for any fiscal year of TWTC, provided that the Borrower;
(h) Net Cash Proceeds of such Disposition shall be applied to the Dispositions listed on Schedule 7.5(hprepayment of the Term Loans and the permanent reduction of the Revolving Commitments and the Delayed-Draw Term Commitments to the extent required by Section 2.9(b);; and
(i) Dispositions the Disposition of properties subject Assets having a fair market value not to condemnationexceed $200,000,000 in the aggregate, eminent domain provided that the Net Cash Proceeds of such Disposition are received on or taking;
(j) leases, subleases, licenses and sublicenses prior to the second anniversary of real or personal propertythe Restatement Effective Date, and Intellectual Property in provided further that the ordinary course Net Cash Proceeds of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in such Disposition shall be applied to 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% prepayment of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to Term Loans and the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes permanent reduction of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary Revolving Commitments and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, Delayed-Draw Term Commitments to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received required by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.9(b).
Appears in 1 contract
Disposition of Property. Dispose of any of its propertyProperty (including, receivables and leasehold interests and the Liquidation of Hedging Agreements), whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Borrower, issue or sell any shares of such Subsidiary’s Capital Stock (including pursuant to any merger, consolidation, restructuring, recapitalization, reorganization or amalgamation) to any Person, exceptexcept for the following:
(a) the Disposition Dispositions of (i) obsolete or worn out property or inventory (iiincluding Hydrocarbons sold as produced) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case and other goods held for sale sold in the ordinary course of businessbusiness on ordinary trade terms (provided that no contract for the sale of Hydrocarbons shall obligate Borrower or any of its Subsidiaries to deliver Hydrocarbons at a future date without receiving full payment therefor within 90 days after delivery), and (ii) obsolete, worn out, used or surplus equipment and vehicles in the ordinary course of business (including equipment that is no longer necessary for the business of Borrower or their Subsidiaries or is replaced by equipment of at least comparable value and use);
(b) the Disposition of inventory in the ordinary course of businessDispositions permitted by Section 6.4(b); Investments permitted by Section 6.7 and Restricted Payments permitted by Section 6.6;
(c) Dispositions permitted by clause (i) the issuance of Section 7.4(b), Investments permitted under Section 7.7 Capital Stock of Borrower for cash (other than Section 7.7 (many such issuances constituting a Change of Control)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance Dispositions of any Subsidiary’s Capital Stock to the Borrower claims against customers, working interest owners, other industry partners or any Wholly Owned Subsidiary; provided that any sale other Person in connection with workouts or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower bankruptcy, insolvency or another Subsidiary Guarantorother similar proceedings with respect thereto;
(e) Dispositions of any Related Eligible Assets (i) in connection with funds collected for the AESOP Financing Program beneficial interest of, or of the Centre Point Financing Programinterests owned by, (ii) to any Securitization Entity royalty, overriding royalty or (iii) in connection with the incurrence of any Securitization Indebtednessworking interest owners;
(f) the sale abandonment of the Budget Truck Division for fair market value as determined by the board Properties not capable of directors producing Hydrocarbons in paying quantities after expiration of the Borrowertheir primary terms;
(g) any Casualty Recovery Event, provided that the proceeds thereof are applied as permitted under Section 2.7(c);
(h) Permitted Asset Swaps;
(i) the Liquidation of any Hedging Agreement solely with respect to volumes in excess of those amounts required under Section 5.11(a) (without giving effect to Section 5.11(b)(A) and (B)) but excluding any Closing Date Hedging Agreements;
(j) Dispositions of cash and Cash Equivalents in the ordinary course;
(k) Dispositions of Hydrocarbon Interests not to exceed, in the aggregate during the term of this Agreement, 5% of the PDP Reserve Value of Borrower’s Oil and Gas Properties as set forth in the Initial Reserve Report; provided (i) such Dispositions are for the fair market value thereof, (ii) at least 75% of the consideration received in such Disposition is cash (ii) the proceeds thereof are applied as permitted under Section 2.7(c) and (iii) no Default or Event of Default shall have occurred and be continuing at the date of such Disposition or would result therefrom; provided, further, that if such Disposition involves Borrowing Base Properties or Capital Stock of any Subsidiary owning Borrowing Base Properties, then no later than two Business Days before the date of consummation of any such Disposition, the Borrower shall provide notice to the Agent of such Disposition and the Borrowing Base shall be adjusted in accordance with Section 2.16(e) (if applicable) upon the closing thereof; provided, further, that to the extent that the Borrower is notified by the Agent that a Borrowing Base Deficiency could result from an adjustment to the Borrowing Base resulting from such Disposition, upon the consummation of such Disposition(s), the Borrower shall have received net cash proceeds, or shall have cash on hand, sufficient to eliminate any such potential Borrowing Base Deficiency; and
(l) the Disposition of other property assets (including Midstream Assets but excluding the Liquidation of any Hedging Agreement) having a fair market value not to exceed $1,000,000,000 10,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
; provided, (i) such Dispositions of properties subject to condemnationare for the fair market value thereof, eminent domain or taking;
(jii) 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% of the consideration received in such Disposition is cash consideration and (excludingiii) the proceeds thereof are applied in accordance with to Section 2.7. Notwithstanding anything in this Agreement to the contrary, the Loan Parties may not, directly or indirectly Dispose (other than a transaction permitted under Section 6.4), in the case of an Asset Sale (one or a series of related Asset Sales)transactions, any consideration by way of relief from, all or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes substantially all of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) properties or any Subsidiary and the release assets of the Borrower and its Subsidiaries from all liability with respect to payment of such IndebtednessSubsidiaries, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary taken as a result of such Dispositionwhole, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Person.
Appears in 1 contract
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 's Capital Stock to any Person, except:
(a) the Disposition in the ordinary course of (i) obsolete or worn out property or (ii) any business of property that is obsolete, damaged, worn-out or 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 sale of inventory or the licensing of intellectual property in the ordinary course of businessbusiness and other sales of excess or surplus inventory;
(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 's Capital Stock to the Borrower or any Wholly Owned SubsidiarySubsidiary Guarantor; provided that any and the sale or issuance of any Subsidiary Guarantor’s Foreign Subsidiary's Capital Stock shall only be to the Borrower or another Subsidiary Guarantorany other Foreign Subsidiary;
(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 Indebtednesssale-leaseback transactions permitted by Section 7.11;
(f) sales, transfers or dispositions by the sale Borrower or any of its Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default then exists or would result therefrom, (ii) the Budget Truck Division for Borrower or the respective Subsidiary receives at least fair market value (as determined in good faith by the board of directors Borrower), (iii) the aggregate proceeds received by the Borrower or such Subsidiary from all such sales, transfers or dispositions relating to a given Permitted Acquisition shall not exceed 40% of the Borroweraggregate consideration paid for such Permitted Acquisition, and (iv) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of the respective Permitted Acquisition;
(g) the Disposition of the assets identified on Schedule 7.5(g); and
(h) the Disposition of other property having a fair market value not to exceed $1,000,000,000 10,000,000 in the aggregate for any fiscal year of the Borrower;
Borrower if the consideration received from such Disposition is no less than fair market value of such assets (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 as determined 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 good faith 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Disposition of Property. Dispose of any of its propertyProperty, 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 damaged, obsolete, worn-out or worn out surplus 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 sale of inventory in the ordinary course of business;
(c) Dispositions expressly permitted by Section 7.4(a), by clause (i) of Section 7.4(b) or Section 7.4(e), 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 (i) any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor, (ii) the Borrower’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorHoldings and (iii) of Holdings’ Capital Stock;
(e) Dispositions the Disposition 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 IndebtednessCash Equivalents;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the BorrowerDispositions constituting (i) Investments otherwise expressly permitted pursuant to Section 7.7, and (ii) Restricted Payments expressly permitted pursuant to Section 7.6;
(g) the discount or write-off of accounts receivable overdue by more than 120 days or the sale of any such account receivables for the purpose of collection to any collection agency, in each case in the ordinary course of business;
(h) the Disposition of the Capital Stock of Compstar Holdco so long as the net cash proceeds thereof are applied to the prepayment of the Term Loans; and
(i) the Disposition of other property Properties not subject to a Mortgage Instrument having a fair market value not to exceed $1,000,000,000 250,000 in the aggregate for any fiscal year of the Borrower;
Holdings (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 exclusive of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of Reinvestment Deferred Amounts arising in such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clausefiscal year).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any PersonPerson (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”), except:
(a) the Disposition of (i) obsolete or obsolete, surplus, uneconomical, worn out or damaged property or (ii) any in the ordinary course of business and Dispositions in the ordinary course of business of property that is or, in the reasonable business judgment of a Loan Party, no longer used or useful in the conduct of the business of the Borrower and the other Restricted Subsidiaries (including allowing any registrations or its Subsidiaries, in each case in the ordinary course any applications for registration of businessany immaterial Intellectual Property to lapse or go abandoned);
(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 7.68.03;
(d) the sale or issuance of any Subsidiary’s common Capital Stock of any Restricted Subsidiary of the Borrower to the Borrower or any other Restricted Subsidiary of the Borrower (provided that in the case of such issuance of common Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary; provided that any , Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of any Subsidiary Guarantorthe Borrower’s common Capital Stock shall only be to the Borrower or another Subsidiary GuarantorHoldings;
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale exclusive or non exclusive licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness (including non-royalty based licenses and perpetual licenses);
(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 BorrowerDispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationlicenses, eminent domain or taking;
(j) sublicenses, space leases, subleases, licenses and sublicenses of leases or subleases with respect to any real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions property 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 assets granted to third Persons in the ordinary course of business; provided that either (i) the same do not in any material respect interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or materially detract from the use or value of the relative assets of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) such transaction is at arm’s length;
(i) Dispositions to, between or among the Borrower and any Subsidiary Guarantors and Dispositions by Holdings to the Borrower or any Subsidiary Guarantor;
(j) Dispositions (x) between or among any Restricted Subsidiary that is not a Subsidiary Guarantor or Borrower and any other Restricted Subsidiary or joint venture that is not a Subsidiary Guarantor or Borrower, (y) by a Restricted Subsidiary that is not a Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or Borrower, or (z) by any Loan Party to a Subsidiary and/or joint venture that is not a Loan Party so long as, in the case of the foregoing clause (z), no Event of Default shall have occurred and be continuing or otherwise result therefrom and, to the extent that the proceeds of such Disposition or series of related Dispositions exceeds 10% of the Borrowing Base in effect at such time, Borrower shall deliver to Administrative Agent an updated Borrowing Base Certificate after giving effect to such Disposition or series of related Dispositions, substantially concurrently with such Disposition or series of related Dispositions;
(k) the compromise, settlement or write off of accounts receivable or sale of overdue accounts receivable for collection (i) in the ordinary course of business or (ii) acquired in connection with a Permitted Acquisition consistent with prudent business practice;
(l) Dispositions constituting (i) Investments permitted under Section 8.06 (including Section 8.06(d)), (ii) Restricted Payments permitted under Section 8.05, and (iii) Liens permitted under Section 8.02;
(m) dispositions(i) Dispositions resulting from any casualty or other insured damage to, discounts or forgiveness any taking under power of accounts receivable in connection with the collection eminent domain or compromise thereofby condemnation or similar proceeding of, any property or asset or (ii) a Disposition consisting of or subsequent to a total loss or constructive total loss of property;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transactionproperty to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(o) Dispositions by the Borrower or any of its Subsidiaries unwinding 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9Swap Agreement;
(p) Dispositions of minority interests Investments in joint ventures; andventures to the extent required by, or pursuant to, customary buy/sell arrangements between the applicable joint venture party as set forth in the joint venture arrangements or similar binding agreements among such joint venture party;
(q) any Disposition Dispositions of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. other property; provided that all Dispositions permitted under paragraphs (fA) no Event of Default shall have occurred and be continuing or would otherwise result therefrom, (g)(iB) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related DispositionsDispositions pursuant to this clause (q) that yields gross proceeds shall not constitute a Disposition of (i) all or substantially all of the assets of Holdings and its Restricted Subsidiaries or (ii) any portion of the ABL Priority Collateral, (C) the Net Cash Proceeds of such Disposition shall be applied in accordance with the terms of the First Lien Credit Agreement and the ABL/Term Loan Intercreditor Agreement, (D) with respect to any Loan Party single Disposition or a series of related Dispositions for an aggregate consideration in excess of the greater of $25,000,00015,000,000 and 10% of Consolidated EBITDA on a Pro Forma Basis for the most recently completed Measurement Period, for at least not less than 75% cash of the consideration (excluding, payable to the Borrower and its Restricted Subsidiaries in connection with such Disposition is in the case form of an Asset Sale (cash or series of related Asset Sales)Cash Equivalents; provided that, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisothis subclause (D), the following shall be deemed to be cash considerationcash: (1x) Cash Equivalents, any liabilities that are not Indebtedness (2as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) the assumption of Indebtedness of the Borrower (or such Restricted Subsidiary, other than Disqualified Stock liabilities that are by their terms subordinated to the payment in cash of the Borrower) or any Subsidiary Obligations under the Loan Documents, that are assumed by the transferee with respect to the applicable Disposition and the release of for which Holdings, the Borrower and its the Restricted Subsidiaries from shall have been validly released by all liability with respect to payment of such Indebtednessapplicable creditors in writing, (3y) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any such Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 daysdays following the consummation of the applicable Disposition; and (z) any Designated Non Cash Consideration in respect of such Disposition having an aggregate fair market value, taken together with the Designated Non Cash Consideration in respect of all other Dispositions, not in excess of $50,000,000 (with the fair market value of each item of Designated Non Cash Consideration being measured as of the time received), (E) the consideration payable to the Borrower and its Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in good faith) and (F) concurrently with the consummation of such Disposition, an Authorized Officer of the Borrower shall deliver to the Administrative Agent a certificate executed by such Authorized Officer certifying as to the accuracy of the foregoing conditions;
(r) any exchange of property of the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the Borrower or such Restricted Subsidiary, (b) the Borrower or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the Borrower in good faith) and (c) such property will be received by the Borrower or such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged;
(s) the Disposition of the assets or Capital Stock of any Unrestricted Subsidiary;
(t) sales or dispositions constituting Non-Core Asset Sales of assets acquired in connection with an Investment permitted hereunder (including any acquisition consummated prior to the Closing Date);
(u) as long as no Event of Default under Section 10.01(a) or (f) then exists or would immediately arise therefrom, (i) Dispositions of non-core Real Property that is (A) with respect to Real Property owned as of the Closing Date, not currently used in the operations of the business or (B) with respect to Real Property acquired in connection with a Permitted Acquisition, the continued ownership of which the Borrower has determined in its good faith business judgment would not be commercially reasonable to retain, including leasing or subleasing transactions, Sale Leaseback Transactions, Synthetic Lease Obligation transactions and other similar transactions involving any such Real Property pursuant to leases on market terms, and, (ii) in any event, Dispositions constituting Sale Leaseback Transactions not otherwise prohibited hereunder;
(v) cancellations or Dispositions of any Indebtedness owed (i) to a Loan Party by another Loan Party, (ii) to any other Subsidiary and/or joint venture that is not a Loan Party by any other Restricted Subsidiary and/or joint venture that is not a Loan Party or (iii) to a Subsidiary that is not a Loan Party by a Loan Party; provided that after giving effect to such Disposition, such Indebtedness would otherwise be permitted under Section 8.01;
(w) Disposition of property with respect to an insurance claim from damage to such property where the insurance company provides a Loan Party or its Restricted Subsidiary the value of such property (minus any deductibles and fees) in cash or with replacement property in exchange for such property;
(x) Dispositions of property no longer used in the business of the Loan Parties (as determined in the good faith business judgment of such Loan Party) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds (to the extent needed to do so) of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(y) any grant of an option to purchase, lease or acquire property, so long as the Disposition resulting from the exercise of such option would otherwise be permitted hereunder;
(z) Dispositions of Intellectual Property that is not required to be preserved or renewed pursuant to Section 7.05(a)(ii);
(aa) Dispositions in connection with the settlement of claims or disputes and the settlement, release or surrender of tort or other litigation claims; and
(bb) other Dispositions in an amount not to exceed the greater of $37,500,000 and 25% of Consolidated EBITDA on a Pro Form Basis for the most recently completed Measurement Period; provided, further, that if the Group Member’s action or event meets the criteria such Disposition includes ABL Priority Collateral with a fair market value in excess of more than one of the types of Dispositions described in the clauses above$12,500,000, the Borrower in its sole discretion may classify (and reclassify) shall deliver to Administrative Agent an updated Borrowing Base Certificate after giving effect to such action or event in one or more clauses (including in part under one Disposition, substantially concurrently with such clause and in part under another such clause)Disposition.
Appears in 1 contract
Sources: Abl Credit and Guarantee Agreement (Janus International Group, Inc.)
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 and its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory or Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b7.4(c), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under by Section 7.67.6 and Investments permitted by Section 7.7;
(d) the sale Disposition 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 the licensing and cross-licensing arrangements of any Related Eligible Assets (i) in connection with the AESOP Financing Program technology 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 intellectual 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;
(lf) the abandonmentDisposition of any property or assets (i) to any Loan Party and (ii) by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party;
(g) transfers of property as a result of any Recovery Event;
(h) leases, termination or other disposition occupancy agreements and subleases of Intellectual Property or leasehold properties property in the ordinary course of business;
(i) the Disposition by the Borrower and certain of its Subsidiaries of account receivables of General Motors Corporation, Chrysler LLC and their affiliates and customary related property to special purpose vehicles established by General Motors Corporation and Chrysler LLC pursuant to the United States Department of the Treasury’s Auto Supplier Support Programs;
(j) the Disposition of receivables and customary related assets (i) in connection with a Receivables Financing Transaction or (ii) pursuant to factoring programs on customary market terms for such transactions and with respect to receivables of, and generated by, Group Members that are not Loan Parties;
(k) the Disposition for fair market value of certain assets in Sweden related to the transfer of certain programs to a competitor as previously disclosed to the Administrative Agent;
(l) the exchange or transfer within China of Chinese Acceptance Notes by Chinese Subsidiaries of the Borrower; 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower property (other than Disqualified Stock receivables and customary related assets) having a fair market value not to exceed 5% of Consolidated Total Tangible Assets in the aggregate during any fiscal year of the Borrower) or ; provided that the Net Cash Proceeds thereof are applied to prepay the First Lien Loans and cash collateralize any Subsidiary letters of credit outstanding under the First Lien Credit Agreement and the release any outstanding First Lien Specified Letters of the Borrower and its Subsidiaries from all liability with respect to payment of such IndebtednessCredit, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, in each case to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received required by the Borrower or any Subsidiary from First Lien Credit Agreement and the transferee that are converted by documentation for the Borrower or First Lien Specified Letters of Credit, and after such Subsidiary into cash within 180 days); providedpayments have been made in full, further, that if to repay the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described Loans in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseaccordance with Section 2.9(b).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property property, or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiariesany Restricted Subsidiary, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) leases, subleases, licenses and sublicenses in each case in the ordinary course of business and that do not materially interfere with the business of the Borrower or its Restricted Subsidiaries;
(d) Liens permitted by Section 7.3, Investments permitted by Section 7.7 and Restricted Payments permitted by Section 7.6;
(e) Dispositions of Cash Equivalents in the ordinary course of business.
(f) 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;
(dg) the sale or issuance of any Restricted 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;
(eh) Dispositions of any Related Eligible Assets property (i) in connection with resulting from the AESOP Financing Program condemnation thereof or the Centre Point Financing Program, (ii) to any Securitization Entity that has suffered a casualty (constituting a total loss or (iiiconstructive total loss of such property) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale upon or after receipt of the Budget Truck Division for fair market value as determined by the board insurance proceeds 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)such casualty;
(i) Dispositions sales or discounts of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property overdue accounts receivable in the ordinary course of business, in connection with the compromise or collection thereof, and not in connection with 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 businessfinancing transaction; and
(mj) dispositions, discounts or forgiveness Dispositions of accounts receivable property during any period of four consecutive fiscal quarters of the Borrower (the “Subject Period”) so long as (i) either (A) at least 75% of the purchase price of such property shall be paid in cash (unless such Disposition is being made in connection with the collection settlement of any litigation or compromise dispute involving any Group Member), or (B) the Designated Non-Cash Consideration for such Disposition, together with all other Designated Non-Cash Consideration for Dispositions under this clause (j) during this Agreement, is less than $5,000,000 in the aggregate, (ii) no Default or Event of Default shall exist prior to or after giving effect to any such Disposition, (iii) the sum of (A) aggregate fair market value (at the time of Disposition thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions all property disposed of by the Borrower or and its Restricted Subsidiaries in the Subject Period pursuant to this Section 7.5(j) plus (B) the aggregate fair market value of all property then proposed to be disposed of in the Subject Period pursuant to this Section 7.5(j) does not exceed an amount equal to ten percent (10%) of the Consolidated EBITDA at the time of the Disposition, (iv) if any such property consists of its Subsidiaries Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% Subsidiary, such Disposition shall be of all of the Capital Stock of such other Foreign Subsidiary and (or any parent company of such other Foreign Subsidiaryv) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection will have received a certificate from the Borrower demonstrating compliance with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) conditions of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause7.5(j).
Appears in 1 contract
Sources: Credit Agreement (Blueknight Energy Partners, L.P.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Borrower, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person other than an existing holder or holders of such Person’s Capital Stock, except:except (the following being “Permitted Dispositions”):
(a) the Disposition sales, abandonment, or other dispositions of (i) obsolete or worn out property or (ii) any property that is surplus, worn, damaged, or obsolete or no longer used or useful in the ordinary course of business so long as the aggregate fair market value of all such property does not exceed $6,000,000 in any Fiscal Year and leases or subleases of Real Property not useful in the conduct of the business of Holdings and its Restricted Subsidiaries; provided that if the Borrower Total Net Leverage Ratio is less than 1.0 to 1.0, sales, abandonment, or its Subsidiaries, in each case in the ordinary course of business;other dispositions under this clause (a) shall be permitted without regard to such $6,000,000 per Fiscal Year cap,
(b) the Disposition sales of inventory Inventory to buyers in the ordinary course of business;
(c) Dispositions permitted the use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by clause (i) any other terms of Section 7.4(b), Investments permitted under Section 7.7 (this Agreement or the other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6Loan Documents;
(d) the sale or issuance licensing, on a non-exclusive basis, 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 Programpatents, (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 condemnationtrademarks, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal propertycopyrights, 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 other intellectual property rights in the ordinary course of business;
(le) the abandonmentgranting of Permitted Liens;
(f) the Disposition, termination sale or other disposition discount, in each case without recourse, of Intellectual Property or leasehold properties accounts receivable arising in the ordinary course of business; and, but only in connection with the compromise or collection thereof;
(g) any involuntary loss, damage or destruction of property;
(h) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property;
(i) the leasing or subleasing or licensing of assets of Borrower or its Restricted Subsidiaries in the ordinary course of business;
(j) the sale or issuance of Capital Stock of Borrower;
(i) the lapse of registered patents, trademarks, copyrights and other intellectual property of Borrower or any of its Restricted Subsidiaries to the extent not economically desirable in the conduct of its business or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Agents or the Lenders;
(l) the making of Restricted Payments that are expressly permitted to be made pursuant to this Agreement;
(m) dispositions, discounts or forgiveness the making of accounts receivable in connection with the collection or compromise thereofPermitted Investments;
(n) so long as no Event of Default has occurred and is continuing or would immediately result therefrom, Dispositions of nonassets or Capital Stock (i) from Borrower to a Guarantor, (ii) from a Guarantor to another Guarantor or to Borrower, and (iii) from any Non-core assets acquired Guarantor Restricted Subsidiary to a Loan Party or any other Non-Guarantor Restricted Subsidiary so long as such transaction complies with the requirements set forth in connection with an Investment permitted under Section 7.7, including a Specified Transaction8.08;
(o) Dispositions of assets acquired by a Loan Party pursuant to a Permitted Acquisition consummated within 12 months of the Borrower or any date of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary the subject Permitted Acquisition so long as (i) the consideration received for the assets to be so disposed is at least 65% of equal to the Capital Stock fair market value of such other Foreign Subsidiary assets, (ii) the assets to be so disposed are not necessary or any parent company economically desirable in connection with the business of such other Foreign SubsidiaryBorrower in the reasonable discretion of Borrower, and (iii) is pledged the assets to be so disposed are readily identifiable as assets acquired pursuant to the Administrative Agent pursuant to Section 6.9subject Permitted Acquisition;
(p) [reserved];
(q) transactions permitted by Section 8.03;
(r) Dispositions of minority interests in joint venturesmade to consummate the Transactions;
(s) [reserved]; and
(qt) any Disposition Dispositions of any Foreign Subsidiary and any holding company formed assets not otherwise permitted in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs clauses (fa) and through (g)(is) and (g)(ii) of this Section 7.5 shall be above so long as made for at fair market value and in the case aggregate fair market value of any such Disposition (or series all assets disposed of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including the proposed disposition) would not exceed $6,000,000 in part under one such clause and in part under another such clause)any Fiscal Year.
Appears in 1 contract
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 obsolete, worn out or surplus 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 sale 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 7.67.4;
(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 Fair Market Value not to exceed (i) $1,000,000,000 20,000,000 in the aggregate for any fiscal year of the Borrower, plus (ii) the amount, if any, which is equal to (x) $20,000,000 less (y) the aggregate Fair Market Value of all property Disposed of pursuant to this Section 7.5(e) in the immediately preceding fiscal year of the Borrower only;
(f) Dispositions permitted by Sections 7.6 and 7.10;
(g) Dispositions of Cash Equivalents;
(h) the Dispositions listed on Schedule 7.5(h);made pursuant to an Investment permitted under Section 7.7; and
(i) Dispositions of properties subject to condemnation, eminent domain or takingassets between the Borrower and any Subsidiary Guarantor;
(j) leases, subleases, licenses and sublicenses Dispositions of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual PropertyScreenvision Units;
(k) dispositions Dispositions of Investments in joint ventures to the extent required by, or use of cash and Cash Equivalents made pursuant to, customary buy/sell arrangements between, the joint venture parties set forth in the ordinary course of businessjoint venture arrangements;
(l) Dispositions of a theater acquired after the abandonmentdate of this Agreement (whether through merger, termination consolidation, asset purchase or other disposition otherwise) in one or a series of Intellectual Property or leasehold properties related transactions; provided that the conditions set forth in clause (xvi) of the ordinary course definition of business“Asset Sales” are satisfied; 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with that, at the Avis Europe Acquisition time made, is permitted to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted be made under paragraphs clauses (f1) and (g)(i2) of Section 4.10(a) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes 5.01 of the foregoing proviso, Senior Secured Notes Indenture as in effect on the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)date hereof.
Appears in 1 contract
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 sale of inventory (including Time Share Interests) in the ordinary course of business;
(c) Dispositions permitted by clause (i) (A) or (ii)(A) 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 MVWC or 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) the Disposition of Time Share Receivables in connection with the AESOP Financing Program ordinary course of business (which may include the Disposition of disputed or the Centre Point Financing Programwritten down Time Share Receivables in a manner determined to be prudent by MVWC), (ii) Dispositions of Time Share Receivables and Related Assets or an interest therein of the type specified in the definition of “Qualified Securitization Transaction” to any Securitization Entity or a Time Share SPV and (iii) in connection with the incurrence Disposition of any Securitization IndebtednessTime Share Receivables by Foreign Subsidiaries for fair value;
(f) the sale Disposition of the Budget Truck Division property for fair market value as determined by value; provided that (i) at the board time of directors any such Disposition, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) at least 75% of the Borrowerconsideration received from each such Disposition is cash or Cash Equivalents and (iii) after giving pro forma effect to such Disposition in accordance with Section 1.4 of this Agreement, MVWC and its Subsidiaries are in compliance with the financial covenants contained in Section 7.1(a) and (b) of this Agreement as of the last day of the Reference Period most recently ended on or prior to such date for which financial statements were delivered pursuant to Section 6.1(a) or (b);
(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[reserved];
(h) Dispositions or discounts without recourse of accounts receivable in connection with the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain compromise 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 collection thereof in the ordinary course of business;
(i) 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;
(j) the Disposition in the ordinary course of business of interests in any resort operating as part of the European business of MVWC or the Borrower to an independent trustee after all or substantially all of the Time Share Interests attributable to such resort have been sold to third parties;
(k) the issuance of preferred stock;
(l) Dispositions of Cash Equivalents;
(m) the abandonmentDisposition in the ordinary course of business of interests in the entities which hold the interests in inventory used in the operation of the Marriott Vacation Club, termination Asia Pacific business to an independent trustee or other disposition administrative third parties subject to regulatory provisions of Intellectual Property the laws of the jurisdictions governing such entities;
(n) any operating or leasehold properties capital lease entered into by any Group Member (as lessor) in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(ni) Dispositions any Disposition by any Loan Party (other than any Disposition by MVWC of non-core assets acquired in connection with an Investment permitted under Section 7.7any Capital Stock of the Borrower) to any other Loan Party, including (ii) any Disposition by any Subsidiary that is not a Specified Transaction;
Loan Party to any Loan Party for consideration not to exceed the fair market value of the property subject to such Disposition (o) Dispositions as determined by the Borrower or in good faith) and (iii) any of its Subsidiaries of Disposition by any Foreign Subsidiary that is not a Loan Party 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 such other Foreign Subsidiary) that is pledged to the Administrative Agent pursuant to Section 6.9;not a Loan Party; and
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisoDeferred Compensation Plan Assets, the following shall be deemed proceeds of which are used (i) to be cash consideration: (1) Cash Equivalentsacquire other Deferred Compensation Plan Assets, (2ii) the assumption to make payments to current and former employees and non-employee directors of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower MVWC and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, pursuant to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations Deferred Compensation Plan or any other obligations to provide credit support in respect of such Indebtedness and (4iii) securities received as otherwise permitted by the Borrower or any Subsidiary from the transferee that Deferred Compensation Plan Trust in which such Deferred Compensation Plan Assets are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)held.
Appears in 1 contract
Sources: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
Disposition of Property. Dispose of any of its propertyProperty (including, receivables and leasehold interests and the Liquidation of Hedging Agreements), whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Borrower, issue or sell any shares of such Subsidiary’s Capital Stock (including pursuant to any merger, consolidation, restructuring, recapitalization, reorganization or amalgamation) to any Person, exceptexcept for the following:
(a) the Disposition Dispositions of (i) obsolete or worn out property or inventory (iiincluding Hydrocarbons sold as produced) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case and other goods held for sale sold in the ordinary course of businessbusiness on ordinary trade terms (provided that no contract for the sale of Hydrocarbons shall obligate Borrower or any of its Subsidiaries to deliver Hydrocarbons at a future date without receiving full payment therefor within 90 days after delivery), and (ii) obsolete, worn out, used or surplus equipment and vehicles in the ordinary course of business (including equipment that is no longer necessary for the business of Borrower or their Subsidiaries or is replaced by equipment of at least comparable value and use);
(b) the Disposition of inventory in the ordinary course of businessDispositions permitted by Section 6.4; Investments permitted by Section 6.7 and Restricted Payments permitted by Section 6.6;
(c) Dispositions permitted by clause (i) the issuance of Section 7.4(b), Investments permitted under Section 7.7 Capital Stock of Borrower for cash (other than Section 7.7 (many such issuances constituting a Change of Control)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance Dispositions of any Subsidiary’s Capital Stock to the Borrower claims against customers, working interest owners, other industry partners or any Wholly Owned Subsidiary; provided that any sale other Person in connection with workouts or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower bankruptcy, insolvency or another Subsidiary Guarantorother similar proceedings with respect thereto;
(e) Dispositions of any Related Eligible Assets (i) in connection with funds collected for the AESOP Financing Program beneficial interest of, or of the Centre Point Financing Programinterests owned by, (ii) to any Securitization Entity royalty, overriding royalty or (iii) in connection with the incurrence of any Securitization Indebtednessworking interest owners;
(f) the sale abandonment of the Budget Truck Division for fair market value as determined by the board Properties not capable of directors producing Hydrocarbons in paying quantities after expiration of the Borrowertheir primary terms;
(g) any Casualty Recovery Event, provided that the proceeds thereof are applied as permitted under Section 2.7(c);
(h) Permitted Asset Swaps;
(i) the Liquidation of any Hedging Agreement solely with respect to volumes in excess of those amounts required under Section 5.11(a) (without giving effect to Section 5.11(b)(A) and (B)) but excluding any Closing Date Hedging Agreements;
(j) Dispositions of cash and Cash Equivalents in the ordinary course;
(k) Dispositions of Hydrocarbon Interests not to exceed, in the aggregate during the term of this Agreement, 5% of the PDP Reserve Value of Borrower’s Oil and Gas Properties as set forth in the Initial Reserve Report; provided (i) such Dispositions are for the fair market value thereof, (ii) at least 75% of the consideration received in such Disposition is cash (ii) the proceeds thereof are applied as permitted under Section 2.7(c) and (iii) no Default or Event of Default shall have occurred and be continuing at the date of such Disposition or would result therefrom; and
(l) the Disposition of other property assets (including Midstream Assets but excluding the Liquidation of any Hedging Agreement) having a fair market value not to exceed $1,000,000,000 10,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
; provided, (i) such Dispositions of properties subject to condemnationare for the fair market value thereof, eminent domain or taking;
(jii) 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% of the consideration received in such Disposition is cash consideration and (excludingiii) the proceeds thereof are applied in accordance with to Section 2.7. Notwithstanding anything in this Agreement to the contrary, the Loan Parties may not, directly or indirectly Dispose (other than a transaction permitted under Section 6.4), in the case of an Asset Sale (one or a series of related Asset Sales)transactions, any consideration by way of relief from, all or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes substantially all of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) properties or any Subsidiary and the release assets of the Borrower and its Subsidiaries from all liability with respect to payment of such IndebtednessSubsidiaries, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary taken as a result of such Dispositionwhole, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Person.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s '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 sale of inventory and Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b7.4(a), Investments permitted under Section 7.7 (other than Section 7.7 (m)b) and Restricted Payments permitted under Section 7.6(d);
(d) the sale or issuance of any Restricted Subsidiary’s 's Capital Stock (i) to the Borrower Company or any Wholly Owned Restricted Subsidiary; provided that any sale or issuance , (ii) in connection with the allocation of any Subsidiary Guarantor’s directors' qualifying shares of such Capital Stock shall only be or (iii) to the Borrower or another shareholders of such Restricted Subsidiary Guarantorin connection with the formation thereof;
(e) Dispositions the Disposition of any Related Eligible Assets (i) in connection with Unrestricted Subsidiary by the AESOP Financing Program Company or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization IndebtednessRestricted Subsidiary;
(f) Dispositions of current or former lube stores and associated assets (including, without limitation, undeveloped lube store properties), provided that the sale Net Cash Proceeds of such Disposition shall be applied, at the Company's option, (i) toward the permanent reduction of the Budget Truck Division for fair market value Revolving Commitments as determined by the board of directors of the Borrowerset forth in Section 2.7(b) or (ii) reinvested within 180 days after such Disposition in other lube stores and associated assets (including, without limitation, undeveloped lube store properties);
(g) the Disposition of the Capital Stock or assets consisting of the Slick 50 division of Blue Coral-Slick 50, Ltd., Blue Coral-Slick 50, Inc., Petrolon Europe Ltd. and/or Blue Coral, Inc. (collectively, the "Slick 50 Companies") and any related assets owned by the Company or any Restricted Subsidiary and used in the conduct of the Slick 50 business, provided that (i) if such Disposition does not occur within 180 days after the Closing Date, the Net Cash Proceeds of such Disposition pursuant to this Section 7.5(g) shall be applied toward the permanent reduction of the Revolving Commitments as set forth in Section 2.7(b) and (ii) any Disposition pursuant to this paragraph shall only be permitted pursuant to this Section 7.5(g) to the extent it constitutes a Disposition of the assets consisting of the Slick 50 division of the Slick 50 Companies and any related assets owned by the Company or any Restricted Subsidiary and used in the conduct of the Slick 50 business as of the Closing Date and any assets consisting of the Slick 50 division acquired by the Slick 50 Companies or any such related assets in the ordinary course of business; 76
(h) Dispositions of property, within 180 days after the acquisition of such property, in connection with a Sale-Leaseback Transaction with respect to such property, so long as any Capital Lease Obligations related thereto are permitted under Section 7.2;
(i) Dispositions of property in connection with Sale-Leaseback Transactions that result in the creation of Capital Lease Obligations of the Company or its Restricted Subsidiaries otherwise permitted by Section 7.2;
(j) sales of accounts receivable and related assets or an interest therein of the type specified in the definition of "Qualified Receivables Transaction" made in connection with a Qualified Receivables Transaction;
(k) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries;
(l) sales of notes receivable (including, without limitation, any collateral securing such notes, all contracts and guarantees or other obligations in respect thereof and all proceeds of the foregoing) pursuant to the PLCAC Agreement;
(m) sales of Indebtedness of fast lube customers in connection with the financing thereof so long as the aggregate outstanding principal amount of such Indebtedness does not exceed $11,700,000 at any time;
(n) sales of accounts receivable in which the account debtor is an entity located outside the United States in the ordinary course of business and consistent with past practice;
(o) Dispositions permitted by Section 7.6 or 7.8;
(p) any operating leases entered into in the ordinary course of business;
(q) in connection with and to the extent required to effect an Investment permitted under Section 7.8, any rights offering to all the shareholders of Pennzoil-Quaker State India Limited, Pennzoil-Quaker State France S.A. or any other Foreign Subsidiary for which such rights offering is the only alternative allowed under applicable law to increase paid-in capital; and
(r) the Disposition of property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) Company an amount equal to 10% of Consolidated Net Tangible Assets as of the Dispositions listed on Schedule 7.5(h);
(i) Dispositions end of properties subject to condemnationthe immediately preceding fiscal year of the Company, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses provided that the aggregate fair market value 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 property Disposed in connection with the collection or compromise thereof;
Sale-Leaseback Transactions pursuant to this paragraph (nr) Dispositions of non-core assets acquired in connection with shall not exceed 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 amount equal to any other Foreign Subsidiary so long as at least 655% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes Consolidated Net Tangible Assets as of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness end of the Borrower (other than Disqualified Stock immediately preceding fiscal year of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Company.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, worn out, damaged or worn out surplus 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 sale of inventory (including content) 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 7.69.4;
(d) the sale or issuance of Capital Stock of any Restricted Subsidiary to Holdings or any other Restricted Subsidiary of Holdings (provided that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of the Borrower’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 GuarantorU.S. Holdings;
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale licensing or sublicensing 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 condemnationpatents, eminent domain or taking;
(j) leasestrademarks, subleases, licenses and sublicenses of real or personal propertycopyrights, and other 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 rights in the ordinary course of business;
(lg) the abandonmentDispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(h) licenses, termination sublicenses, leases or subleases with respect to any property or assets (including inventory) (other disposition of than patents, trademarks, copyrights and other Intellectual Property or leasehold properties rights) granted to third Persons in the ordinary course of business; andprovided, that the same do not in any material respect interfere with the business of the Group Members, taken as a whole, or materially detract from the value of the relative assets of the Group Members, taken as a whole;
(i) Dispositions to, between or among Group Members that are Loan Parties;
(j) Dispositions between or among any Group Member that is not a Loan Party and any other Group Member that is not a Loan Party;
(k) Dispositions of any Foreign Subsidiary that is not a Subsidiary Guarantor by the Borrower or a Subsidiary Guarantor to another Wholly Owned Subsidiary of the Borrower;
(l) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business;
(m) dispositionsDispositions constituting (i) Investments permitted under Section 9.7, (ii) Restricted Payments permitted under Section 9.6 or (iii) Sale Leaseback Transactions permitted under Section 9.10;
(n) 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;
(o) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(p) the abandonment or cancellation of Intellectual Property that the Borrower in its reasonable business judgment, deems no longer useful to maintain;
(q) the unwinding of any Swap Agreements;
(r) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(s) Dispositions of property; provided that (A) not less than 75% of the consideration payable to the Group Members in connection with such Disposition is in the form of cash or Cash Equivalents; provided that for purposes of this clause (A), assumed liabilities and Designated Non-Cash Consideration may be deemed cash at the Borrower’s election so long as the total designation of such assumed liabilities and Designated Non-Cash Consideration at time of making such Disposition does not exceed the greater of (x) $45,000,000 and (y) 18.5% of LTM EBITDA (as of the last day of the most recent Test Period prior to the making of such Disposition for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)) of Holdings and its Restricted Subsidiaries at such time, (B) the consideration payable to the Group Members in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in good faith) and (C) the Net Cash Proceeds from such Disposition are applied in accordance with Section 5.2(c);
(t) Dispositions or discounts or forgiveness without recourse of accounts receivable in connection with the compromise or collection or compromise thereofthereof in the ordinary course of business and sales of assets received by any Group Member from Persons other than Loan Parties upon foreclosure on a lien in favor of such Group Member;
(nu) Dispositions any exchange of non-core assets acquired property of any Group Member (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in connection compliance with an Investment permitted under Section 7.71031 of the Code or any other substantially concurrent exchange of property by any Group Member (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the Group Member, including a Specified Transaction(b) such Group Member shall receive reasonably equivalent or greater market value for such property (as reasonably determined by Holdings in good faith) and (c) such property will be received by such Group Member substantially concurrently with its delivery of property to be exchanged;
(ov) Dispositions by having a fair market value not to exceed the Borrower or any greater of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65(x) $12,500,000 and (y) 6.0% of LTM EBITDA (as of the Capital Stock last day of the most recent Test Period prior to the making of such other Foreign Subsidiary Disposition for which financial statements have been delivered (or any parent company of such other Foreign Subsidiarywere required to be delivered) is pledged to the Administrative Agent pursuant to Section 6.9;
8.1(a) or (pb))) Dispositions in the aggregate for any fiscal year of minority interests in joint venturesHoldings; and
(qw) any Disposition Dispositions of any Foreign Capital Stock or interests in any joint venture entity not constituting a Restricted Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received required by the Borrower applicable joint venture agreement or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)similar binding arrangements relating thereto.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, or issue or sell any shares of such Subsidiary’s its 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 sale of inventory in the ordinary course of business; the Disposition of cash and Cash Equivalents for fair value; the license of intellectual property in the ordinary course of business; and leases and subleases with respect to excess capacity and not materially interfering with the ordinary conduct 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) Dispositions of assets of TWTC or any Subsidiary to any other Subsidiary having a fair market value not to exceed $5,000,000 in the aggregate for any fiscal year of TWTC;
(e) the sale or issuance of TWTC’s common stock or preferred stock (including in each case convertible stock subject to the specific restriction on convertible stock below) to any Person, provided that (i) the Net Cash Proceeds thereof shall be (x) used to redeem or repurchase Indebtedness to the extent permitted under Section 7.9 or (y) contributed to the Borrower as either equity or debt to the extent TWTC has cash and Cash Equivalents in excess of $25,000,000 in the aggregate (provided that to the extent contributed as debt, such debt shall be evidenced by an Intercompany Subordinated Note), (ii) if such issuance relates to convertible stock, the Net Cash Proceeds thereof shall be used only to redeem or repurchase Indebtedness of TWTC to the extent permitted under Section 7.9 and (iii) if such preferred stock constitutes Cash Pay Preferred Stock, it shall be issued in compliance with Section 7.2;
(f) the sale or issuance of any Subsidiary’s Capital Stock to TWTC, 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;
(eg) Dispositions of any Related Eligible Assets Exchange by TWTC and its Subsidiaries, provided that (i) in connection with on the AESOP Financing Program date of such Exchange, no Default or the Centre Point Financing ProgramEvent of Default shall have occurred and be continuing or would result therefrom, (ii) to any Securitization Entity or the assets received in connection with such Exchange shall be received by a Wholly Owned Subsidiary Guarantor and (iii) in the event that any cash consideration is paid or received by TWTC or any of its Subsidiaries in connection with such Exchange, then (a) the incurrence payment of any Securitization Indebtedness;such cash is permitted by Section 7.7 or Section 7.8(h), as applicable and in accordance with GAAP, and (b) the Disposition related to the receipt of any such cash is permitted by Section 7.5(h); and
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(gh) the Disposition of other property having a fair market value not to exceed (as to TWTC and all Subsidiaries) $1,000,000,000 50,000,000 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)TWTC.
Appears in 1 contract
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 '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 sale 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 '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 20,000,000 for any fiscal year of the BorrowerReporting Entity; provided, that the requirements of Section 2.11(c) are complied with in connection therewith; and
(f) Dispositions referred to in Sections 7.8(f), (g) and (h);
(g) Dispositions to or by the Litigation Subsidiary or the Insurance Subsidiary of Capital Stock of Holdings;
(h) Dispositions to or by the Dispositions listed on Schedule 7.5(h);Litigation Subsidiary or the Insurance Subsidiary of Indebtedness described in Section 7.2(b) to the Borrower or any Wholly Owned Subsidiary Guarantor; and
(i) Dispositions by Borrower to the Litigation Subsidiary of properties subject cash in an amount not to condemnation, eminent domain or taking;
(j) leases, subleases, licenses exceed the amount necessary to pay litigation claims settled and sublicenses of real or personal property, and Intellectual Property final judgments settled in the ordinary course of business, business and any intercompany licenses fees 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 expenses incurred 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)therewith.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions 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 Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(bSections 7.4(b)(i)(A), Investments permitted under Section 7.7 (other than Section 7.7 (m7.4(b)(ii)(A)) and Restricted Payments permitted under , Section 7.6, and Section 7.8;
(d) the sale or issuance of any Subsidiary’s the Capital Stock to the Borrower or of Holdings in connection with any Wholly Owned Subsidiary; provided transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(i) the non-exclusive licensing of Intellectual Property in connection with the AESOP Financing Program or the Centre Point Financing Programordinary course of business, and (ii) exclusive licensing of Intellectual Property so long as the revenue attributable to any Securitization Entity the products (whether or (iiinot manufactured, sold or distributed by a Group Member) incorporating such Intellectual Property do not in connection with the incurrence aggregate exceed 7.5% of any Securitization Indebtedness;
(f) the sale total revenue of the Budget Truck Division for fair market value as determined by the board of directors of the BorrowerGroup Members in any year;
(g) Dispositions of property subject to a Casualty Event;
(h) leases or subleases of real property;
(i) the Disposition sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than factoring or early pay discount arrangements);
(j) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(k) Dispositions of Accounts in connection with factoring arrangements consistent with past practice and not for liability management purposes, early pay discount arrangements or similar arrangements existing on the Closing Date (or otherwise with the consent of the Administrative Agent or permitted pursuant to Section 7.2(m));
(l) Dispositions of property by any Loan Party to any other Loan Party;
(m) Dispositions of other property having a fair market value not to exceed the greater of (x) $1,000,000,000 5,000,000 and (y) 5.0% of Consolidated Adjusted EBITDA for the most recently ended Reference Period, 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 thereofHoldings;
(n) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(o) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by Permitted Acquisition that the Borrower determines (in good faith) will not be used or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% useful in the business of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9Borrower and its Subsidiaries;
(p) Dispositions of minority interests [reserved];
(q) to the extent constituting Dispositions, transactions described in joint venturesSection 7.8(p); and
(qr) other Dispositions, in an aggregate amount not to exceed $10,000,000 for any Disposition of any Foreign Subsidiary and any holding company formed fiscal year; provided that:
(i) the consideration received for such assets is in connection with the Avis Europe Acquisition an amount at least equal to the fair market value thereof (determined in good faith by the Borrower),
(ii) no less than 75% of which will paid in cash or Cash Equivalents;
(iii) the Borrower and the Subsidiaries may not sell all or substantially all of their assets, taken as a whole, to any Person in reliance on this clause (r); and
(iv) the Net Cash Proceeds thereof are applied as required by Section 2.12(c); provided, that notwithstanding anything to the contrary herein, (i) no Loan Party shall make a Disposition or other transfer of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and Intellectual Property, in any case to a Non-Loan Party, that, individually or in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds aggregate, is material to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release business of the Borrower and its Subsidiaries from all liability with respect to payment (ii) no Israeli Subsidiary shall make a Disposition or other transfer of such Indebtedness, Intellectual Property (3A) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect development of such Indebtedness and Intellectual Property was funded by an IIA Grant or is otherwise subject to the IIA’s authority or (4B) securities received by to the Borrower or any Subsidiary from extent the transferee that are converted by disposition thereof would be subject to the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one consent of the types IIA or would require the making of Dispositions described any additional payments to the IIA (in excess of the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseordinary program royalty payments).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted 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 Company and its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory or cash or Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b)7.4, Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under by Section 7.67.6 and Investments permitted by Section 7.7;
(d) the sale Disposition or issuance of any Subsidiary’s Capital Stock to the Borrower Company 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 the licensing and cross-licensing arrangements of any Related Eligible Assets (i) in connection with the AESOP Financing Program technology 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 intellectual 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;
(lf) the abandonmentDisposition of any property or assets, termination or the issuance of any Subsidiaries’ Capital Stock, (i) to any Domestic Loan Party and (ii) by any Restricted Subsidiary that is not a Guarantor to any other disposition Restricted Subsidiary that is not a Guarantor;
(g) transfers of Intellectual Property or leasehold properties property as a result of any Recovery Event;
(h) leases, occupancy agreements and subleases of property in the ordinary course of business;
(i) the Disposition of receivables and customary related assets (i) in connection with a Receivables Financing Transaction, (ii) pursuant to factoring programs on customary market terms for such transactions and with respect to receivables of, and generated by, Foreign Subsidiaries or (iii) in connection with the compromise, write-down or collection thereof;
(j) the exchange or transfer within China of Chinese Acceptance Notes by Chinese Subsidiaries of the Company;
(k) the Disposition of other property (other than receivables and customary related assets) having a net book value not to exceed 15% of Consolidated Assets in the aggregate during any fiscal year of the Company; andprovided that if the Net Cash Proceeds thereof are reinvested in assets useful in the business of the Company and its Restricted Subsidiaries or used to prepay the Loans in accordance with Section 2.8 within 360 days of receipt thereof, such Disposition shall be disregarded for purposes of calculating the aggregate net book value of assets Disposed of pursuant to this Section 7.5(k) from and after the date of such reinvestment or prepayment;
(l) the Disposition of Investments in IAC;
(m) dispositions, discounts Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or forgiveness (ii) an amount equal to the net proceeds of accounts receivable in connection with such Disposition is promptly applied to the collection or compromise thereofpurchase price of such replacement property;
(n) Dispositions of any assets acquired pursuant to a Permitted Acquisition and designated as “non-core assets” by notice from the Company to the Administrative Agent within 360 days after the consummation thereof so long as such assets do not constitute more than 25% of the assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transactionany such Permitted Acquisition;
(o) Dispositions by the Borrower Company or any Restricted Subsidiary of its Subsidiaries property pursuant to sale-leaseback transactions; provided that (i) the fair market value of any Foreign Subsidiary to any other Foreign Subsidiary all property so long as at least 65% Disposed of shall not exceed $50,000,000 from and after the Capital Stock of Closing Date and (ii) the purchase price for such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged property shall be paid to the Administrative Agent pursuant to Section 6.9Company or such Restricted Subsidiary, as applicable, for not less than 75% cash consideration;
(p) Dispositions of minority interests Investments in joint venturesventures and their Subsidiaries to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and
(q) any Disposition Dispositions of Unrestricted Subsidiaries, including, without limitation, Dispositions of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief fromIndebtedness of, or by any other Person assuming responsibility forInvestments in, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Unrestricted Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (Lear Corp)
Disposition of Property. Other than with respect to the assets or the Capital Stock of any Unrestricted Subsidiary, the German Subsidiaries and ▇▇▇ ▇▇▇▇, or property acquired with Unrestricted Proceeds, Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary (other than any Unrestricted 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 sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b7.4(a), Investments permitted under Section 7.7 (other than 7.4(b)(i), Section 7.7 (m)7.4(c) and Restricted Payments permitted under Section 7.67.4(e);
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any Subsidiary Guarantor or the sale or issuance of any Subsidiary Guarantor’s the Capital Stock shall only be of eSylvan pursuant to the Borrower existing agreements or another Subsidiary Guarantorarrangements relating to franchisees;
(e) Dispositions the Disposition of any Related Eligible Assets (i) cash or Cash Equivalents 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 ordinary course of any Securitization Indebtednessbusiness;
(f) the sale license, as either licensor or licensee, of patents, trademarks, copyrights and know-how to or from third Persons or any Group Member in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of surplus property or property that is no longer used or useful in the business of the Borrower or its Subsidiaries;
(h) the Disposition of property, plant or equipment other than in the ordinary course of business to the extent that such property is exchanged for credit against the purchase price of similar property, plant or equipment used or useful in a permitted business or the proceeds of such Disposition are reasonably promptly applied to the purchase price of such property, plant or equipment used or useful in the business operations of the Loan Parties;
(i) the Disposition of all or substantially all of the assets or all of the Capital Stock of any franchise acquired by the Borrower in accordance with Section 7.8(p); and
(j) the Disposition of other property having a fair market value not to exceed $1,000,000,000 2,000,000 in the aggregate for any fiscal year of the Borrower;
(h) . To the Dispositions listed on Schedule 7.5(h);
(i) Dispositions extent the Required Lenders waive the provisions of properties subject this Section 7.5 with respect 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 sale or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositionsany Collateral, 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 Collateral is sold or otherwise disposed of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of permitted by this Section 7.5, such other Foreign Subsidiary Collateral (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition unless transferred to the Borrower or a Subsidiary Guarantor) shall (except as otherwise provided above) be sold or otherwise disposed of free and clear of the Liens created by the Loan Documents and the Administrative Agent shall take such actions (including, without limitation, directing any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (fcollateral agent to take such actions) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and as are appropriate in the case of connection therewith to release any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Lien.
Appears in 1 contract
Sources: Credit Agreement (Educate Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any PersonPerson (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”), except:
(a) the Disposition of (i) obsolete or obsolete, surplus, uneconomical, worn out or damaged property or (ii) any in the ordinary course of business and Dispositions in the ordinary course of business of property that is or, in the reasonable business judgment of a Loan Party, no longer used or useful in the conduct of the business of the Borrower and the other Restricted Subsidiaries (including allowing any registrations or its Subsidiaries, in each case in the ordinary course any applications for registration of businessany immaterial Intellectual Property to lapse or go abandoned);
(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 7.68.03;
(d) the sale or issuance of any Subsidiary’s common Capital Stock of any Restricted Subsidiary of the Borrower to the Borrower or any other Restricted Subsidiary of the Borrower (provided that in the case of such issuance of common Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary; provided that any , Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of any Subsidiary Guarantorthe Borrower’s common Capital Stock shall only be to the Borrower or another Subsidiary GuarantorHoldings;
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale exclusive or non exclusive licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness (including non-royalty based licenses and perpetual licenses);
(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 BorrowerDispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationlicenses, eminent domain or taking;
(j) sublicenses, space leases, subleases, licenses and sublicenses of leases or subleases with respect to any real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions property 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 assets granted to third Persons in the ordinary course of business; provided that either (i) the same do not in any material respect interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or materially detract from the use or value of the relative assets of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) such transaction is at arm’s length;
(i) Dispositions to, between or among the Borrower and any Subsidiary Guarantors and Dispositions by Holdings to the Borrower or any Subsidiary Guarantor;
(j) Dispositions (x) between or among any Restricted Subsidiary that is not a Subsidiary Guarantor or Borrower and any other Restricted Subsidiary or joint venture that is not a Subsidiary Guarantor or Borrower, (y) by a Restricted Subsidiary that is not a Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or Borrower, or (z) by any Loan Party to a Subsidiary and/or joint venture that is not a Loan Party so long as, in the case of the foregoing clause (z), no Event of Default shall have occurred and be continuing or otherwise result therefrom and, to the extent that the proceeds of such Disposition or series of related Dispositions exceeds 10% of the Borrowing Base in effect at such time, Borrower shall deliver to Administrative Agent an updated Borrowing Base Certificate after giving effect to such Disposition or series of related Dispositions, substantially concurrently with such Disposition or series of related Dispositions;
(k) the compromise, settlement or write off of accounts receivable or sale of overdue accounts receivable for collection (i) in the ordinary course of business or (ii) acquired in connection with a Permitted Acquisition consistent with prudent business practice;
(l) Dispositions constituting (i) Investments permitted under Section 8.06 (including Section 8.06(d)), (ii) Restricted Payments permitted under Section 8.05, and (iii) Liens permitted under Section 8.02;
(m) dispositions(i) Dispositions resulting from any casualty or other insured damage to, discounts or forgiveness any taking under power of accounts receivable in connection with the collection eminent domain or compromise thereofby condemnation or similar proceeding of, any property or asset or (ii) a Disposition consisting of or subsequent to a total loss or constructive total loss of property;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transactionproperty to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(o) Dispositions by the Borrower or any of its Subsidiaries unwinding 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9Swap Agreement;
(p) Dispositions of minority interests Investments in joint ventures; andventures to the extent required by, or pursuant to, customary buy/sell arrangements between the applicable joint venture party as set forth in the joint venture arrangements or similar binding agreements among such joint venture party;
(q) any Disposition Dispositions of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. other property; provided that all Dispositions permitted under paragraphs (fA) no Event of Default shall have occurred and be continuing or would otherwise result therefrom, (g)(iB) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related DispositionsDispositions pursuant to this clause (q) that yields gross proceeds shall not constitute a Disposition of (i) all or substantially all of the assets of Holdings and its Restricted Subsidiaries or (ii) any portion of the ABL Priority Collateral, (C) the Net Cash Proceeds of such Disposition shall be applied in accordance with the terms of the First Lien Credit Agreement and the ABL/Term Loan Intercreditor Agreement, (D) with respect to any Loan Party single Disposition or a series of related Dispositions for an aggregate consideration in excess of the greater of $25,000,00015,000,000 and 10% of Consolidated EBITDA on a Pro Forma Basis for the most recently completed Measurement Period, for at least not less than 75% cash of the consideration (excluding, payable to the Borrower and its Restricted Subsidiaries in connection with such Disposition is in the case form of an Asset Sale (cash or series of related Asset Sales)Cash Equivalents; provided that, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisothis subclause (D), the following shall be deemed to be cash considerationcash: (1x) Cash Equivalents, any liabilities that are not Indebtedness (2as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) the assumption of Indebtedness of the Borrower (or such Restricted Subsidiary, other than Disqualified Stock liabilities that are by their terms subordinated to the payment in cash of the Borrower) or any Subsidiary Obligations under the Loan Documents, that are assumed by the transferee with respect to the applicable Disposition and the release of for which Holdings, the Borrower and its the Restricted Subsidiaries from shall have been validly released by all liability with respect to payment of such Indebtednessapplicable creditors in writing, (3y) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any such Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 daysdays following the consummation of the applicable Disposition; and (z) any Designated Non Cash Consideration in respect of such Disposition having an aggregate fair market value, taken together with the Designated Non Cash Consideration in respect of all other Dispositions, not in excess of $50,000,000 (with the fair market value of each item of Designated Non Cash Consideration being measured as of the time received), (E) the consideration payable to the Borrower and its Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in good faith) and (F) concurrently with the consummation of such Disposition, an Authorized Officer of the Borrower shall deliver to the Administrative Agent a certificate executed by such Authorized Officer certifying as to the accuracy of the foregoing conditions;
(r) any exchange of property of the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the Borrower or such Restricted Subsidiary, (b) the Borrower or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the Borrower in good faith) and (c) such property will be received by the Borrower or such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged;
(s) the Disposition of the assets or Capital Stock of any Unrestricted Subsidiary;
(t) sales or dispositions constituting Non-Core Asset Sales of assets acquired in connection with an Investment permitted hereunder (including any acquisition consummated prior to the Closing Date);
(u) as long as no Event of Default under Section 10.01(a) or (f) then exists or would immediately arise therefrom, (i) Dispositions of non-core Real Property that is (A) with respect to Real Property owned as of the Closing Date, not currently used in the operations of the business or (B) with respect to Real Property acquired in connection with a Permitted Acquisition, the continued ownership of which the Borrower has determined in its good faith business judgment would not be commercially reasonable to retain, including leasing or subleasing transactions, Sale Leaseback Transactions, Synthetic Lease Obligation transactions and other similar transactions involving any such Real Property pursuant to leases on market terms, and, (ii) in any event, Dispositions constituting Sale Leaseback Transactions not otherwise prohibited hereunder;
(v) cancellations or Dispositions of any Indebtedness owed (i) to a Loan Party by another Loan Party, (ii) to any other Subsidiary and/or joint venture that is not a Loan Party by any other Restricted Subsidiary and/or joint venture that is not a Loan Party or (iii) to a Subsidiary that is not a Loan Party by a Loan Party; provided that after giving effect to such Disposition, such Indebtedness would otherwise be permitted under Section 8.01;
(w) Disposition of property with respect to an insurance claim from damage to such property where the insurance company provides a Loan Party or its Restricted Subsidiary the value of such property (minus any deductibles and fees) in cash or with replacement property in exchange for such property;
(x) Dispositions of property no longer used in the business of the Loan Parties (as determined in the good faith business judgment of such Loan Party) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds (to the extent needed to do so) of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(y) any grant of an option to purchase, lease or acquire property, so long as the Disposition resulting from the exercise of such option would otherwise be permitted hereunder;
(z) Dispositions of Intellectual Property that is not required to be preserved or renewed pursuant to Section 7.05(a)(ii);
(aa) Dispositions in connection with the settlement of claims or disputes and the settlement, release or surrender of tort or other litigation claims; and
(bb) other Dispositions in an amount not to exceed the greater of $37,500,000 and 25% of Consolidated EBITDA on a Pro Form Basis for the most recently completed Measurement Period; provided, further, that if the Group Member’s action such Disposition includes ABL Priority Collateral with a fair market value in excess of $5,000,000 and a Dominion Period is then in effect or event meets the criteria of more than one of the types of Dispositions described in the clauses abovewould result from such Disposition, the Borrower in its sole discretion may classify (and reclassify) shall deliver to Administrative Agent an updated Borrowing Base Certificate after giving effect to such action or event in one or more clauses (including in part under one Disposition, substantially concurrently with such clause and in part under another such clause)Disposition.
Appears in 1 contract
Sources: Abl Credit and Guarantee Agreement (Janus International Group, Inc.)
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 obsolete, worn out, salvage or worn out surplus 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; provided that the aggregate consideration received for all such property is at least equal to the aggregate fair market value thereof;
(b) the Disposition sale of inventory or sale or lease of equipment in the ordinary course of business;
(c) Dispositions permitted by clause Section 7.4 (i) of Section 7.4(ba), Investments permitted under Section 7.7 (other than Section 7.7 b), (md), (e), (f), (g) and Restricted Payments permitted under Section 7.6or (h);
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Parent Borrower or any U.S. Wholly Owned Subsidiary; provided that any Subsidiary Guarantor or the sale or issuance of any Subsidiary Guarantorthe Parent Borrower’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorHoldco;
(e) Dispositions the sale of any Related Eligible Assets North Safety Products (iAfrica) in connection with the AESOP Financing Program or the Centre Point Financing Program, (iiPty) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization IndebtednessLtd. and its subsidiaries;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the BorrowerRestricted Payments permitted under Section 7.6;
(g) Dispositions of Cash Equivalents; provided that the Disposition aggregate consideration received for all such Cash Equivalents is at least equal to the aggregate fair market value thereof; and
(h) Dispositions of other property by the Parent Borrower or any of its Subsidiaries not otherwise permitted under this Section 7.5 having a fair market value not to exceed $1,000,000,000 15,000,000 in the aggregate for any fiscal year of the Parent Borrower;
; provided that (x) at the time of such Disposition, no Default or Event of Default shall exist or would result from such Disposition, (y) the purchase price for such property shall be paid to the Parent Borrower or such Subsidiary for not less than 75% cash or Cash Equivalent consideration (provided further that to the extent any debt obligations or other securities received in connection with any Disposition pursuant to this clause (h) are actually converted into cash within six months following 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 receipt thereof 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Parent Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 , such debt obligations or other securities shall be made treated as cash for fair value and in the case purposes of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration requirement) and (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2z) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from aggregate consideration received for all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that property is no longer a Subsidiary as a result of such Disposition, at least equal to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)fair market value thereof.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property property, or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiariesany Restricted Subsidiary, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) leases, subleases, licenses and sublicenses in each case in the ordinary course of business and that do not materially interfere with the business of the Borrower or its Restricted Subsidiaries;
(d) Liens permitted by Section 7.3, Investments permitted by Section 7.7 and Restricted Payments permitted by Section 7.6;
(e) Dispositions of Cash Equivalents in the ordinary course of business.
(f) 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;
(dg) the sale or issuance of any Restricted 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;
(eh) Dispositions of any Related Eligible Assets property (i) in connection with resulting from the AESOP Financing Program condemnation thereof or the Centre Point Financing Program, (ii) to any Securitization Entity that has suffered a casualty (constituting a total loss or (iiiconstructive total loss of such property) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale upon or after receipt of the Budget Truck Division for fair market value as determined by the board insurance proceeds 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)such casualty;
(i) Dispositions sales or discounts of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property overdue accounts receivable in the ordinary course of business, in connection with the compromise or collection thereof, and not in connection with 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 businessfinancing transaction; and
(mj) dispositionsDispositions of property during any period of four consecutive fiscal quarters of the Borrower (the “Subject Period”) so long as (i) at least 75% of the purchase price of such property shall be paid in cash, discounts (ii) no Default or forgiveness Event of accounts receivable Default shall exist prior to or after giving effect to any such Disposition, (iii) the sum of (A) aggregate fair market value (at the time of disposition thereof) of all property disposed of by the Borrower and its Restricted Subsidiaries in the Subject Period pursuant to this Section 7.5(j) plus (B) the aggregate fair market value of all property then proposed to be disposed of in the Subject Period pursuant to this Section 7.5(j) does not exceed an amount equal to 10% of the Consolidated Net Tangible Assets, (iv) if the portion of the aggregate annual Consolidated EBITDA derived from all property disposed of pursuant to this Section 7.5(j) during the Subject Period (the Consolidated EBITDA for each property determined based on the four fiscal quarters prior to the Disposition of such property) would exceed an amount equal to ten percent (10%) of the Consolidated EBITDA, the consent (not to be unreasonably withheld) of the Required Lenders is obtained in connection with the collection or compromise thereof;
any such Disposition, (nv) Dispositions if any such property consists 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 Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% Subsidiary, such Disposition shall be of all of the Capital Stock of such other Foreign Subsidiary and (or any parent company of such other Foreign Subsidiaryvi) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection will have received a certificate from the Borrower demonstrating compliance with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) conditions of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause7.5(j).
Appears in 1 contract
Sources: Credit Agreement (Blueknight Energy Partners, L.P.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower or Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, worn out, surplus or worn out uneconomical property in the ordinary course of business, and the abandonment or (ii) any property Disposition of Intellectual Property that is no longer used or useful in the conduct ordinary course of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of businessGroup Members;
(b) the Disposition sale of inventory 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 the Capital Stock of any Subsidiary of the Borrower to the Borrower Borrower, Holdings or to any Wholly Owned Subsidiary; provided that any Guarantor, or the sale or issuance of any Subsidiary Guarantor’s the Capital Stock shall only be to of the Borrower or another Subsidiary to any Parent Guarantor;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing or sub-licensing of patents, trademarks, copyrights, and other Intellectual Property rights and the Budget Truck Division for fair market value as determined by leasing or subleasing of real property, in each case, in the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 750,000 in the aggregate for any fiscal year of the Borrower;, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans to the extent required by Section 2.12(e); and
(h) the Dispositions listed on Schedule 7.5(h)2017 Dividend to ;
(i) Dispositions of properties subject to condemnation, eminent domain or takingthe extent permitted hereunder.Initial IPO;
(j) leasesMIU Exchange; provided, subleaseshowever, licenses and sublicenses of real or personal property, and Intellectual Property that any Disposition made pursuant to this Section 7.5 (other than Section 7.5(a)) shall be made in good faith on an arm’s length basis for fair value. To the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in extent 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 Lenders required under Section 7.710.1 waive the provisions of this Section 7.5 with respect to the sale of any Collateral, 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 Collateral is sold as at least 65% of the Capital Stock of permitted by this Section 7.5, such other Foreign Subsidiary Collateral (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition unless sold to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (fGuarantor) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value sold free and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes clear of the foregoing provisoLiens created by the Security Documents, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of Administrative Agent shall take all actions it deems appropriate in order to effect the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)foregoing.
Appears in 1 contract
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 's Capital Stock to any Person, except:
(a) the Disposition in the ordinary course of (i) obsolete or business of obsolete, worn out property or (ii) any property permanently retired equipment or facilities 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 sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) the Disposition of Section 7.4(b), Permitted Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6in the ordinary course of business;
(d) Dispositions permitted by Section 8.4(a), (b) or (e);
(e) the sale or issuance of any Subsidiary’s '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 Disposition of the Borrower's facility at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇;
(g) the licensing or sublicensing of Intellectual Property in the ordinary course of business in a manner that does not materially interfere with the business of the Borrower and its Subsidiaries;
(h) Dispositions of property by a Foreign Subsidiary to another Foreign Subsidiary;
(i) Restricted Payments permitted by Section 8.6;
(j) the Disposition of other property (other than Dispositions of less than all of the Capital Stock of any Subsidiary owned by the Group Members) having a fair market value not to exceed $1,000,000,000 25,000,000 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of by this Section 7.5 8.5(j) shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, consideration therefor shall consist of cash or Permitted Investments;
(k) Permitted Asset Swaps;
(l) sales of Securitization Assets to one or more Securitization Vehicles in Securitizations; provided that (i) each such Securitization is effected on market terms as reasonably determined by the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock management of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3ii) Indebtedness the aggregate amount of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support Third Party Interests in respect of all such Indebtedness and Securitizations does not exceed $260,000,000 at any time outstanding, (4iii) securities received by the proceeds to each such Securitization Vehicle from the issuance of Third Party Interests are applied substantially simultaneously with receipt thereof to the purchase from the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one Subsidiaries Securitization Assets and an amount equal to 100% of the types Net Cash Proceeds from each such Securitization is applied to the mandatory repayment of Term Loans in accordance with Section 4.2(c) and (iv) the Capital Stock and Sellers' Retained Interests in respect of each such Securitization Vehicle shall be pledged to the Administrative Agent under the Guarantee and Collateral Agreement; and
(m) Dispositions described in to Holdings (or a Subsidiary thereof) of assets used or to be used for the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)provision of Shared Services.
Appears in 1 contract
Sources: Credit Agreement (Donnelley R H Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or obsolete, surplus, uneconomical, worn out or damaged property or (ii) any in the ordinary course of business and Dispositions in the ordinary course of business of property that is or, in the reasonable business judgment of a Loan Party, no longer used or useful in the conduct of the business of the Borrower and the other Restricted Subsidiaries (including allowing any registrations or its Subsidiaries, in each case in the ordinary course patents or any applications for registration or patent applications of businessany immaterial Intellectual Property to lapse or go abandoned);
(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 7.68.03;
(d) the sale or issuance of any Subsidiary’s common Capital Stock of any Restricted Subsidiary of the Borrower to the Borrower or any other Restricted Subsidiary of the Borrower (provided that in the case of such issuance of common Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary; provided that any , Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of any Subsidiary Guarantorthe Borrower’s common Capital Stock shall only be to the Borrower or another Subsidiary GuarantorHoldings;
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness (including ordinary course non-royalty based licenses and perpetual licenses);
(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 BorrowerDispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(h) licenses, sublicenses, space leases, leases or subleases with respect to any real or personal property or assets granted to third Persons in the Dispositions listed on Schedule 7.5(h)ordinary course of business; provided that either (i) the same do not in any material respect interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or materially detract from the use or value of the relative assets of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) such transaction is at arm’s length;
(i) Dispositions of properties subject to, between or among the Borrower and any Subsidiary Guarantors and Dispositions by Holdings and Intermediate Holdings to condemnation, eminent domain the Borrower or takingany Subsidiary Guarantor;
(j) leasesDispositions (x) between or among any Restricted Subsidiary that is not a Subsidiary Guarantor and any other Restricted Subsidiary or joint venture that is not a Subsidiary Guarantor, subleases(y) by a Restricted Subsidiary that is not a Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor, licenses or (z) by any Loan Party to a Restricted Subsidiary and/or joint venture that is not a Loan Party so long as, in the case of the foregoing clause (z), the fair market value of all Dispositions pursuant hereto, does not exceed $5,000,000 in the aggregate during the term of this Agreement and sublicenses no Event of real Default shall have occurred and be continuing or personal propertyotherwise result therefrom;
(k) the compromise, and Intellectual Property settlement or write‑off of accounts receivable or sale of accounts receivable for collection (i) in the ordinary course of business, and any intercompany licenses and sublicenses (ii) for purposes of Intellectual Property;
compromise in bankruptcy or in connection with disputed accounts or (kiii) dispositions or use of cash and Cash Equivalents acquired in the ordinary course of businessconnection with a Permitted Acquisition consistent with prudent business practice;
(l) the abandonmentDispositions constituting (i) Investments permitted under Section 8.06 (including Section 8.06(d)), termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and(ii) Restricted Payments permitted under Section 8.05 and (iii) Liens permitted under Section 8.02;
(m) dispositions(i) Dispositions resulting from any casualty or other insured damage to, discounts or forgiveness any taking under power of accounts receivable in connection with the collection eminent domain or compromise thereofby condemnation or similar proceeding of, any property or asset or (ii) a Disposition consisting of or subsequent to a total loss or constructive total loss of property;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transactionproperty to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(o) Dispositions by the Borrower or any of its Subsidiaries unwinding 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9Swap Agreement;
(p) Dispositions of minority interests in joint ventures; and[reserved];
(q) any Disposition Dispositions of any Foreign Subsidiary and any holding company formed Investments in connection with the Avis Europe Acquisition joint ventures to the Borrower extent required by, or any pursuant to, customary buy/sell arrangements between the applicable joint venture party as set forth in the joint venture arrangements or similar binding agreements among such joint venture party;
(r) Dispositions of its Subsidiaries. other property; provided that all Dispositions permitted under paragraphs (fA) no Event of Default shall have occurred and be continuing or would otherwise result therefrom, (g)(iB) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related DispositionsDispositions pursuant to this clause (r) that yields gross proceeds to any Loan Party in excess shall not constitute a Disposition of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (all or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes substantially all of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption assets of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower Holdings and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).Restricted Subsidiaries,
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
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 sale of inventory (including Time Share Interests) in the ordinary course of business;
(c) Dispositions permitted by clause (i) (A) or (ii)(A) of Section 7.4(b7.5(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 MVWC or 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) the Disposition of Time Share Receivables in connection with the AESOP Financing Program ordinary course of business (which may include the Disposition of disputed or the Centre Point Financing Programwritten down Time Share Receivables in a manner determined to be prudent by MVWC), (ii) Dispositions of Time Share Receivables and Related Assets or an interest therein of the type specified in the definition of “Qualified Securitization Transaction” to any Securitization Entity or a Time Share SPV, in each case provided that, after giving pro forma effect to such Disposition and application of proceeds thereof, the Borrower is in compliance with Section 7.2 and (iii) in connection with the incurrence Disposition of any Securitization IndebtednessTime Shares Receivables by Foreign Subsidiaries for fair value;
(f) the sale Disposition of Time Share Interests (other than in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness) not to exceed $50,000,000 in gross proceeds in any Fiscal Year;
(g) the Disposition of real property (other than Time Share Interests) not to exceed $100,000,000 in gross proceeds in any Fiscal Year;
(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;
(i) Dispositions in connection with and contemplated by the Separation and Distribution Agreement and the Intercompany Agreements;
(j) the Disposition of property having a fair market value not to exceed $1,000,000,000 5,000,000 in the aggregate for any fiscal year of the BorrowerFiscal Year;
(hk) the Dispositions listed on Schedule 7.5(h);issuance of Preferred Stock; and
(il) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property the Disposition in the ordinary course of business, and any intercompany licenses and sublicenses business of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents interests in the ordinary course of business;
(l) entities which hold the abandonment, termination or other disposition of Intellectual Property or leasehold properties interests in inventory used 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% operation of the Capital Stock of such other Foreign Subsidiary (Marriott Vacation Club, Asia Pacific business to an independent trustee or any parent company of such other Foreign Subsidiary) is pledged administrative third parties subject to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes regulatory provisions of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness laws of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of jurisdictions governing such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)entities.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Marriott Vacations Worldwide Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of the Borrower or any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete obsolete, damaged, uneconomic, used, surplus or worn out machinery, parts, property or (ii) any equipment, inventory or property that is or equipment no longer used or useful useful, in the conduct of the business of the Borrower its business, whether now owned or its Subsidiaries, in each case in the ordinary course of businesshereafter acquired;
(b) the Disposition sale of inventory and goods held for sale, each in the ordinary course of business;
(c) Dispositions permitted by clause Section 8.4(a), (b), (c), (d), (e), (f), (h) and (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 Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor or, if any Restricted Subsidiary is not a Loan Party, to any other Restricted Subsidiary; provided that ;
(e) any sale or issuance Restricted Subsidiary of the Borrower may Dispose of any Subsidiary Guarantor’s Capital Stock shall only be assets to the Borrower or another any Subsidiary Guarantor or, subject to Section 8.7(f) (to the extent applicable), any other Restricted Subsidiary, and any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of any assets, or issue or sell Capital Stock, to any other Restricted Subsidiary that is not a Subsidiary Guarantor;
(ef) Dispositions of any Related Eligible Assets (i) cash or Cash Equivalents in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) ordinary course of business in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined transactions not otherwise prohibited by the board of directors of the Borrowerthis Agreement;
(g) (i) non-exclusive licenses of technology in the ordinary course of business which, in the aggregate, do not materially detract from the value of any Collateral or materially interfere with the ordinary conduct of the business of the Loan Parties or any of their Restricted Subsidiaries and (ii) sales, leases, transfers or other dispositions (whether through the direct transfer of the ownership of such Intellectual Property, transfer of the Capital Stock of the owner of such Intellectual Property, exclusive licensing of such Intellectual Property or otherwise) by the Borrower and the Restricted Subsidiaries of Intellectual Property to other Persons (other than to a Loan Party), in accordance with normal industry practice; provided that the aggregate purchase price or other consideration (exclusive of success or similar fees and royalties, including fees based on future enforcement of such Intellectual Property) for such sales in reliance upon this clause (g)(ii) shall not exceed $125,000,000 from and after the Subsequent Fifth Amendment Effective Date;
(i) the Disposition of other property (other than Intellectual Property) having a fair market value not to exceed $1,000,000,000 the greater of (A) 1.0% of the Consolidated Total Tangible Assets of the Borrower in the aggregate for any fiscal year of the Borrower or (B) $45,000,000 in any fiscal year of the Borrower; provided that at least 75% of the consideration received in connection therewith consists of cash or Cash Equivalents and such Disposition is made for fair market value and (ii) the Disposition of property or assets as a result of a Recovery Event, in each case so long as the Borrower is in compliance with Section 4.2(b) of this Agreement;
(hi) sales, assignments, transfers or other dispositions of accounts receivable of any Foreign Subsidiary in the Dispositions listed on Schedule 7.5(hordinary course of business as part of any accounts receivable financing transaction or factoring permitted pursuant to Section 8.2(w);
(i) Dispositions the issuance or sale of properties subject shares of any Restricted Subsidiary’s Capital Stock to condemnationqualified directors if required by applicable law and (ii) compensatory issuances or grants of Capital Stock of the Borrower approved by the Borrower’s board of directors, eminent domain any committee thereof or takingany designee of either to employees, officer, directors or consultants made pursuant to equity-based compensation plans or arrangements that have been approved by the shareholders of the Borrower;
(jk) leases, subleases, licenses and sublicenses Dispositions or exchanges of real equipment or personal other 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 replacement property, and Intellectual Property ;
(l) Dispositions in the form of leases entered into in the ordinary course of business, and to the extent that they do not materially interfere with the business of the Borrower or any intercompany licenses and sublicenses of Intellectual PropertyRestricted Subsidiary, taken as a whole;
(km) dispositions Dispositions of the Capital Stock of Unrestricted Subsidiaries;
(n) the abandonment or use other Disposition of cash immaterial Intellectual Property (including allowing any registrations or any applications for registration of any Intellectual Property to lapse or go abandoned) to the extent the Borrower determines in its reasonable business judgment that (i) such Intellectual Property is not commercially reasonable to maintain under the circumstances and Cash Equivalents (ii) such Disposition would not materially and adversely affect the business of the Borrower and its Restricted Subsidiaries;
(o) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;
(lp) the abandonmentunwinding or settling of any Swap Agreement;
(q) Dispositions of Investments in joint ventures to the extent required by, termination or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(r) sales and other assignments, transfers or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness dispositions of accounts receivable in connection with the compromise or collection or compromise thereof;
(ns) 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint venturesDesignated Permitted Dispositions; and
(qt) any Disposition of any Foreign Permitted Restructuring. Notwithstanding the foregoing, a Designated IP Subsidiary and any holding company formed in connection with the Avis Europe Acquisition shall not make Dispositions other than pursuant to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs clauses (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Salesa), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalentsb), (2) the assumption of Indebtedness of the Borrower e), (other than Disqualified Stock of the Borrowerg), (n) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3s) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Disposition of Property. Dispose The Company will not, and will not permit any Restricted Subsidiary, to dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted 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 sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause clauses (ii)(A) and (ii) of Section 7.4(b10.6(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 Restricted Subsidiary’s Capital Stock to the Borrower Company 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 sales of any Related Eligible Securitization Assets in Securitizations, provided that (i) in connection with each such Securitization is effected on market terms as reasonably determined by the AESOP Financing Program or management of the Centre Point Financing Program, Company and (ii) to the aggregate amount of Third Party Interests in respect of all such Securitizations does not exceed $100,000,000 at any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednesstime outstanding;
(f) a sale-leaseback by the sale Company or its Restricted Subsidiaries of the Budget Truck Division fixed assets for fair market value as determined in a transaction not otherwise prohibited hereunder, provided that (x) such assets were first acquired by the board Company or its Restricted Subsidiaries no earlier than 180 days prior to the date of directors such sale-leaseback and (y) the fair market value of assets Disposed of pursuant to this paragraph (f) shall not exceed $10,000,000 in the Borroweraggregate in any fiscal year;
(g) the Disposition payment of other property having a fair market value not cash dividends to exceed $1,000,000,000 in the aggregate for any fiscal year holders of the BorrowerCompany’s outstanding Capital Stock and the payment of cash dividends to the holders of any Restricted Subsidiary’s outstanding Capital Stock on a pro rata basis;
(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 and marketable securities for a purchase price that is not less than fair market value of the Investments being sold in connection with the cash management operations of the Company and its Restricted Subsidiaries in the ordinary course of business;
(i) the sale or issuance of the Company’s or any Restricted Subsidiary’s Capital Stock under compensation arrangements and employee benefits plans approved by the board of directors of the Company or such Restricted Subsidiary;
(j) Dispositions of property by any Restricted Subsidiary that is not a Subsidiary Guarantor to any other Restricted Subsidiary that is not a Subsidiary Guarantor;
(k) Dispositions of property by the Company or any Restricted Subsidiary to the Company or any Subsidiary Guarantor; and MSC Industrial Direct Co., Inc. Note Purchase Agreement
(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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with other property, provided that, at the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result time of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one fair market value of the types property so Disposed, together with the fair market value of Dispositions described in all other property Disposed under this Section 10.7(l) during such fiscal year of the clauses aboveCompany, shall not exceed 25% of Consolidated Tangible Assets (determined as of the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauselast day of the immediately preceding fiscal quarter for which financial statements have been delivered pursuant to Section 7.1).
Appears in 1 contract
Sources: Note Purchase Agreement (MSC Industrial Direct Co Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or obsolete, surplus, uneconomical, worn out or damaged property or (ii) any in the ordinary course of business and Dispositions in the ordinary course of business of property that is or, in the reasonable business judgment of a Loan Party, no longer used or useful in the conduct of the business of the Borrower and the other Restricted Subsidiaries (including allowing any registrations or its Subsidiaries, in each case in the ordinary course patents or any applications for registration or patent applications of businessany immaterial Intellectual Property to lapse or go abandoned);
(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 7.68.03;
(d) the sale or issuance of any Subsidiary’s common Capital Stock of any Restricted Subsidiary of the Borrower to the Borrower or any other Restricted Subsidiary of the Borrower (provided that in the case of such issuance of common Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary; provided that any , Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of any Subsidiary Guarantorthe Borrower’s common Capital Stock shall only be to the Borrower or another Subsidiary GuarantorHoldings;
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness (including ordinary course non-royalty based licenses and perpetual licenses);
(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 BorrowerDispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(h) licenses, sublicenses, space leases, leases or subleases with respect to any real or personal property or assets granted to third Persons in the Dispositions listed on Schedule 7.5(h)ordinary course of business; provided that either (i) the same do not in any material respect interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or materially detract from the use or value of the relative assets of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) such transaction is at arm’s length;
(i) Dispositions of properties subject to, between or among the Borrower and any Subsidiary Guarantors and Dispositions by Holdings and Intermediate Holdings to condemnation, eminent domain the Borrower or takingany Subsidiary Guarantor;
(j) leasesDispositions (x) between or among any Restricted Subsidiary that is not a Subsidiary Guarantor and any other Restricted Subsidiary or joint venture that is not a Subsidiary Guarantor, subleases(y) by a Restricted Subsidiary that is not a Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor, licenses or (z) by any Loan Party to a Restricted Subsidiary and/or joint venture that is not a Loan Party so long as, in the case of the foregoing clause (z), the fair market value of all Dispositions pursuant hereto, does not exceed $5,000,000 in the aggregate during the term of this Agreement and sublicenses no Event of real Default shall have occurred and be continuing or personal propertyotherwise result therefrom;
(k) the compromise, and Intellectual Property settlement or write‑off of accounts receivable or sale of accounts receivable for collection (i) in the ordinary course of business, and any intercompany licenses and sublicenses (ii) for purposes of Intellectual Property;
compromise in bankruptcy or in connection with disputed accounts or (kiii) dispositions or use of cash and Cash Equivalents acquired in the ordinary course of businessconnection with a Permitted Acquisition consistent with prudent business practice;
(l) the abandonmentDispositions constituting (i) Investments permitted under Section 8.06 (including Section 8.06(d)), termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and(ii) Restricted Payments permitted under Section 8.05 and (iii) Liens permitted under Section 8.02;
(m) dispositions(i) Dispositions resulting from any casualty or other insured damage to, discounts or forgiveness any taking under power of accounts receivable in connection with the collection eminent domain or compromise thereofby condemnation or similar proceeding of, any property or asset or (ii) a Disposition consisting of or subsequent to a total loss or constructive total loss of property;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transactionproperty to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(o) Dispositions by the Borrower or any of its Subsidiaries unwinding 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9Swap Agreement;
(p) Dispositions of minority interests in joint ventures; and[reserved];
(q) any Disposition Dispositions of any Foreign Subsidiary and any holding company formed Investments in connection with the Avis Europe Acquisition joint ventures to the Borrower extent required by, or any pursuant to, customary buy/sell arrangements between the applicable joint venture party as set forth in the joint venture arrangements or similar binding agreements among such joint venture party;
(r) Dispositions of its Subsidiaries. other property; provided that all Dispositions permitted under paragraphs (fA) no Event of Default shall have occurred and be continuing or would otherwise result therefrom, (g)(iB) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related DispositionsDispositions pursuant to this clause (r) that yields gross proceeds shall not constitute a Disposition of all or substantially all of the assets of Holdings and its Restricted Subsidiaries, (C) the Net Cash Proceeds of such Disposition shall be applied in accordance with Section 4.02(c), (D) with respect to any Loan Party single Disposition or a series of related Dispositions for an aggregate consideration in excess of $25,000,0003,750,000, for at least not less than 75% cash of the consideration (excluding, payable to the Borrower and its Restricted Subsidiaries in connection with such Disposition is in the case form of an Asset Sale (cash or series of related Asset Sales)Cash Equivalents; provided that, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisothis clause (D), the following shall be deemed to be cash considerationcash: (1x) Cash Equivalents, any liabilities that are not Indebtedness (2as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) the assumption of Indebtedness of the Borrower (or such Restricted Subsidiary, other than Disqualified Stock liabilities that are by their terms subordinated to the payment in cash of the Borrower) or any Subsidiary Obligations under the Loan Documents, that are assumed by the transferee with respect to the applicable Disposition and the release of for which Holdings, the Borrower and its the Restricted Subsidiaries from shall have been validly released by all liability with respect to payment of such Indebtednessapplicable creditors in writing, (3y) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any such Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days); provided, further, that if days following the Group Member’s action or event meets the criteria of more than one consummation of the types applicable Disposition; and (z) any Designated Non‑Cash Consideration in respect of Dispositions described such Disposition having an aggregate fair market value, taken together with the Designated Non‑Cash Consideration in respect of all other Dispositions, not in excess of $5,000,000 (with the clauses abovefair market value of each item of Designated Non‑Cash Consideration being measured as of the time received), (E) the consideration payable to the Borrower and its Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in its sole discretion may classify good faith) and (F) concurrently with the consummation of such Disposition, an Authorized Officer of the Borrower shall deliver to the Administrative Agent a certificate executed by such Authorized Officer certifying as to the accuracy of the foregoing conditions;
(s) any exchange of property of the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and reclassifyin compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such action property is useful to the business of the Borrower or event such Restricted Subsidiary, (b) the Borrower or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the Borrower in one good faith) and (c) such property will be received by the Borrower or more clauses such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged;
(t) [reserved];
(u) sales or Dispositions constituting Non-Core Asset Sales of assets acquired in connection with an Investment permitted hereunder (including any acquisition consummated prior to the Closing Date);
(v) as long as no Event of Default then exists or would immediately arise therefrom, Dispositions of non-core Real Property that is not currently used in part the operations of the business or the continued ownership of which the Borrower has determined in its good faith business judgment would not be commercially reasonable to retain (or Dispositions of any Person or Persons created to hold such Real Property or the Capital Stock in such Person or Persons), including leasing or subleasing transactions, Sale Leaseback Transactions, Synthetic Lease Obligation transactions and other similar transactions involving any such Real Property pursuant to leases on market terms;
(i) cancellations or Dispositions of any Indebtedness owed (i) to a Loan Party by another Loan Party, (ii) to any other Subsidiary and/or joint venture that is not a Loan Party by any other Restricted Subsidiary and/or joint venture that is not a Loan Party or (iii) to a Subsidiary that is not a Loan Party by a Loan Party; provided that after giving effect to such Disposition, such Indebtedness would otherwise be permitted under one Section 8.01 and (ii) so long as no Event of Default then exists, cancellations of Indebtedness owed to a Loan Party by another Loan Party or any other Restricted Subsidiary and/or joint venture that is not a Subsidiary;
(x) Disposition of property with respect to an insurance claim from damage to such clause property where the insurance company provides a Loan Party or its Restricted Subsidiary the value of such property (minus any deductibles and fees) in part under another cash or with replacement property in exchange for such clauseproperty;
(y) Dispositions of property no longer used or useful in the business of the Loan Parties (as determined in the good faith business judgment of such Loan Party) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds (to the extent needed to do so) of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(z) [reserved];
(aa) any grant of an option to purchase, lease or acquire property, so long as the Disposition resulting from the exercise of such option would otherwise be permitted hereunder;
(bb) [reserved];
(cc) Dispositions of Intellectual Property that is not required to be preserved or renewed pursuant to Section 7.05(a)(ii);
(dd) Dispositions in connection with the settlement of claims or disputes and the settlement, release or surrender of tort or other litigation claims; and
(ee) other Dispositions in an amount not to exceed per disposition or series of related dispositions the greater of $10,000,000 and 10% of Consolidated EBITDA on a Pro Forma Basis for the most recently completed Measurement Period.
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or damaged, obsolete, worn out or surplus 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 and equipment held for sale in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.04(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 Restricted 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 GuarantorLoan Party;
(e) Dispositions leases, subleases and licenses of any Related Eligible Assets (i) customer-operated stores in connection the ordinary course of business consistent 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 Indebtednesspast practice;
(f) the sale of Disposition, after the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition Closing Date, of other property having a fair market value not to exceed $1,000,000,000 50,000,000 in the aggregate for any fiscal year of the Borrower, provided, that at least 75% of the consideration therefor shall consist of cash or Cash Equivalents;
(g) the sale of Investments permitted pursuant to Section 8.08(b) and Dispositions to effect Investments permitted pursuant to Section 8.08(g);
(h) any Recovery Event; provided that the Dispositions listed on Schedule 7.5(h)requirements of Section 4.03(b) are complied with in connection therewith;
(i) Dispositions sales or discounts of properties subject to condemnation, eminent domain receivables in the ordinary course of business in connection with the compromise or takingcollection thereof;
(j) leases, subleases, licenses and sublicenses cancellation of real any Indebtedness constituting an Investment in a Loan Party permitted pursuant to Section 8.08 if Capital Stock of such Loan Party is issued in substitution therefor or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;repayment thereof; and
(k) dispositions or use any other Disposition after the Closing Date; provided that (w) such Disposition is for consideration at least 75% of which is cash and Cash Equivalents (it being agreed that up to $10,000,000 in the ordinary course aggregate of business;
(l) the abandonment, termination consideration that is not cash 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 Cash Equivalents may be deemed by the Borrower or any to be cash and Cash Equivalents for purposes of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as this clause (w)), (x) such consideration is at least 65% equal to the fair market value of the Capital Stock property being Disposed, (y) at the time of such other Foreign Subsidiary Disposition, no Default or Event of Default shall be continuing and (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(qz) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party Net Cash Proceeds in excess of $25,000,000, for at least 75% cash consideration 50,000,000 received pursuant to this clause (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtednessk) (it being understood that for the purposes shall be applied to make a mandatory prepayment of the foregoing provisoLoans pursuant to Section 4.03(b) and, the following shall be deemed to be cash consideration: (1notwithstanding anything in Section 4.03(b) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from contrary, shall not be subject to any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).reinvestment right set forth therein;
Appears in 1 contract
Sources: Credit Agreement (Roundy's, Inc.)
Disposition of Property. Dispose of any of its propertyowned Property (including, without limitation, receivables), 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 Dispositions of (i) obsolete or worn out property or (ii) any property 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 businessdo not constitute Asset Sales;
(b) Asset Sales, the Disposition proceeds of inventory which (valued at the principal amount thereof in the ordinary course case of businessnon-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds)
(i) when aggregated with the proceeds of all other Asset Sales made within the same fiscal year of the Borrower are less than $30,000,000 and (ii) are less than $50,000,000 in the aggregate during the term of this Agreement, provided that (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower), (2) no less than 75% of the consideration therefor shall be paid in cash, and (3) the Net Cash Proceeds thereof shall be applied as required by Section 2.13(a);
(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 7.67.4;
(d) Investments made in accordance with Section 7.8;
(e) any Recovery Event, provided that the requirements of Section 2.13(b) are complied with in connection therewith;
(f) the Borrower and its Subsidiaries may make any Disposition of its facilities existing on the date hereof (whether owned or leased) in Hawthorne, California, Dallas, Texas, and Nashville, Tennessee;
(g) 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(htransfer for fair value of Property (including Capital Stock of Subsidiaries) to Global Aeronautica; provided that the consideration for any such transfer shall be in the form of cash and/or additional Capital Stock of Global Aeronautica (it being understood that any such consideration in respect of Capital Stock shall be subject to the requirements of Section 7.8(l));
(i) Dispositions the Disposition of properties subject to condemnation, eminent domain or takingany Immaterial Subsidiary that is a Foreign Subsidiary;
(j) leases, subleases, licenses and sublicenses the Disposition of real any Loan Party’s Capital Stock of Global Aeronautica or personal property, and Intellectual the Property in of Global Aeronautica pursuant to the ordinary course terms of business, and any intercompany licenses and sublicenses of Intellectual Property;the applicable Joint Venture agreement; and
(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 Restricted Payments permitted under by 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)7.6.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) surplus, outdated, obsolete or worn out property out, or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower useable property (other than accounts receivable or its Subsidiaries, in each case inventory) in the ordinary course of business;
(b) the Disposition Dispositions of inventory inventory, cash and Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by clause (iSection 7.4(c)(i) of or Section 7.4(b7.4(d)(i), 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 Restricted 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) accounts receivable in connection with the AESOP Financing Program compromise, settlement or collection thereof in the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection ordinary course of business consistent with the incurrence past practice and not as part of any Securitization Indebtednessaccounts receivables financing transaction;
(f) Dispositions of assets (including as a result of like-kind exchanges) to the sale extent that (i) such assets are exchanged for credit (on a fair market value basis) against the purchase price of the Budget Truck Division similar or replacement assets or (ii) such asset is Disposed of for fair market value as determined by and the board proceeds of directors such Disposition are promptly applied to the purchase price of the Borrowersimilar or replacement assets;
(g) the Disposition Dispositions resulting from any casualty or other insured damage to, or any taking under power of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for eminent domain or by condemnation or similar proceeding of, any fiscal year asset of the Borrowerany Group Member;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain non-exclusive licenses or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property intellectual property in the ordinary course of business, and to the extent that they do not materially interfere with the business of the Borrower or any intercompany licenses and sublicenses of Intellectual PropertyRestricted Subsidiary;
(ki) dispositions the lapse, abandonment, cancellation, non-renewal or discontinuance of use or maintenance of cash non-material intellectual property or rights relating thereto that the Borrower determines in its reasonable judgment to be desirable to the conduct of its business and Cash Equivalents not materially disadvantageous to the interests of the Lenders;
(j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary;
(k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is not a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9;
(l) (i) Dispositions of assets to the abandonmentextent that such Disposition constitutes an Investment referred to in and permitted by Section 7.7, termination or other disposition (ii) Dispositions of Intellectual Property or leasehold properties assets to the extent that such Disposition constitute a Restricted Payment referred to in the ordinary course of business; andand permitted by Section 7.6, (iii) Dispositions set forth on Schedule 7.5(l) and (iv) sale and leaseback transactions permitted under Section 7.10;
(m) dispositions, discounts or forgiveness Dispositions of accounts receivable Receivables and Related Assets in connection with the collection or compromise thereofPermitted A/R Finance Transactions;
(n) other 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint venturesStock); and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (fi) and (g)(i) and (g)(ii) of this Section 7.5 it shall be made for fair market value and in the case of any (determined as if such Disposition was consummated on an arm’s-length basis), (or series of related Dispositionsii) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash of the total consideration for any such Disposition in excess of the greater of (excluding, x) $30,000,000 and (y) 2.5% of Consolidated Net Tangible Assets received by the Borrower and its Restricted Subsidiaries shall be in the case form of cash or Cash Equivalents, (iii) no Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an Asset Sale agreement entered into at a time when no Event of Default exists) and (or series iv) the requirements of related Asset SalesSection 2.11(b), any consideration by way of relief fromto the extent applicable, or by any other Person assuming responsibility forare complied with in connection therewith; provided, any liabilities, contingent or otherwisehowever, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisoclause (ii) above, the following shall be deemed to be cash considerationcash: (1A) Cash Equivalents, any liabilities (2other than liabilities that are by their terms subordinated to the Obligations) the assumption of Indebtedness of the Borrower or any Restricted Subsidiary (other than Disqualified Stock as shown on such Person’s most recent balance sheet (or in the notes thereto), or if the incurrence of such liability took place after the date of such balance sheet, that would have been shown on such balance sheet or in the notes thereto, as determined in good faith by the Borrower) or that are (i) assumed by the transferee of any Subsidiary such assets and the release of for which the Borrower and and/or its Restricted Subsidiaries from have been validly released by all liability relevant creditors in writing or (ii) otherwise cancelled or terminated in connection with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from (B) any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any such Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 daysdays following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed the greater of (1) $60,000,000 and (2) 4% of Consolidated Net Tangible Assets (as of the date of such disposition (or, at the Borrower’s election, as of the date of entry into a binding agreement with respect to such Disposition) (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); providedand
(o) other Dispositions of operating segments, furtherbusiness units, divisions, lines of business, or the assets or Capital Stock of any Subsidiary of the Borrower which individually may comprise an operating segment, business unit, division or line of business, division, and with respect to which the Board of Directors of the Borrower has determined are no longer strategic or core to the Borrower’s business (taken as a whole), in an aggregate sales price for each such Disposition or related series of Dispositions not to exceed $75,000,000 (exclusive of any earnout consideration payable in connection therewith); provided that if the Group Member’s action or event meets the criteria of no more than one two (2) such Dispositions or series of related Dispositions may be consummated prior to the types Scheduled Maturity Date;
(p) the surrender or waiver of Dispositions described contract rights in the clauses aboveordinary course of business or the surrender or waiver of litigation claims or the settlement, release or surrender of tort or litigation claims of any kind;
(q) the Borrower transfer of improvements or alterations in its sole discretion may classify connection with any lease of property upon the termination thereof;
(and reclassifyr) such action any Restricted Payment permitted by Section 7.6 or event in one Investment permitted by Section 7.7; and
(s) the termination of a lease of real or more clauses (including in part under one such clause and in part under another such clause)personal property.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions 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 Dispositions of inventory 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 the Capital Stock of any Subsidiary of Borrower to the Borrower or to 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 the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of property (i) from any Loan Party (other than Borrower) to any other Loan Party, and (ii) from any Subsidiary that is not a Guarantor to any other Group Member;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of Real Property;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with Section 6.3(b);
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that Borrower determines in good faith is desirable in the conduct of such Group Member’s business and not materially disadvantageous to the interests of the Lenders; and
(l) Dispositions of other property having a fair market value not to exceed Five Million Dollars ($1,000,000,000 5,000,000) in the aggregate for any fiscal year of Fiscal Year, provided that at 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 time of any Foreign Subsidiary such Disposition, no Default or Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans in accordance with Section 2.13; provided, however, that any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Borrower, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person other than an existing holder or holders of such Person’s Capital Stock, except:except (the following being “Permitted Dispositions”):
(a) the Disposition sales, abandonment, or other dispositions of (i) obsolete or worn out property or (ii) any property that is surplus, worn, damaged, or obsolete or no longer used or useful in the ordinary course of business so long as the aggregate fair market value of all such property does not exceed $5,000,000 in any Fiscal Year and leases or subleases of Real Property not useful in the conduct of the business of Holdings and its Restricted Subsidiaries; provided that if the Borrower Total Net Leverage Ratio is less than 1.0 to 1.0, sales, abandonment, or its Subsidiaries, in each case in the ordinary course of business;other dispositions under this clause (a) shall be permitted without regard to such $5,000,000 per Fiscal Year cap,
(b) the Disposition sales of inventory Inventory to buyers in the ordinary course of business;
(c) Dispositions permitted the use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by clause (i) any other terms of Section 7.4(b), Investments permitted under Section 7.7 (this Agreement or the other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6Loan Documents;
(d) the sale or issuance licensing, on a non-exclusive basis, 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 Programpatents, (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 condemnationtrademarks, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal propertycopyrights, 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 other intellectual property rights in the ordinary course of business;
(le) the abandonmentgranting of Permitted Liens;
(f) the Disposition, termination sale or other disposition discount, in each case without recourse, of Intellectual Property or leasehold properties accounts receivable arising in the ordinary course of business; and, but only in connection with the compromise or collection thereof;
(g) any involuntary loss, damage or destruction of property;
(h) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property;
(i) the leasing or subleasing or licensing of assets of Borrower or its Restricted Subsidiaries in the ordinary course of business;
(j) the sale or issuance of Capital Stock of Borrower;
(i) the lapse of registered patents, trademarks, copyrights and other intellectual property of Borrower or any of its Restricted Subsidiaries to the extent not economically desirable in the conduct of its business or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Agents or the Lenders;
(l) the making of Restricted Payments that are expressly permitted to be made pursuant to this Agreement;
(m) dispositions, discounts or forgiveness the making of accounts receivable in connection with the collection or compromise thereofPermitted Investments;
(n) so long as no Event of Default has occurred and is continuing or would immediately result therefrom, Dispositions of nonassets or Capital Stock (i) from Borrower to a Guarantor, (ii) from a Guarantor to another Guarantor or to Borrower, and (iii) from any Non-core assets acquired Guarantor Restricted Subsidiary to a Loan Party or any other Non-Guarantor Restricted Subsidiary so long as such transaction complies with the requirements set forth in connection with an Investment permitted under Section 7.7, including a Specified Transaction8.08;
(o) Dispositions of assets acquired by a Loan Party pursuant to a Permitted Acquisition consummated within 12 months of the Borrower or any date of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary the subject Permitted Acquisition so long as (i) the consideration received for the assets to be so disposed is at least 65% of equal to the Capital Stock fair market value of such other Foreign Subsidiary assets, (ii) the assets to be so disposed are not necessary or any parent company economically desirable in connection with the business of such other Foreign SubsidiaryBorrower in the reasonable discretion of Borrower, and (iii) is pledged the assets to be so disposed are readily identifiable as assets acquired pursuant to the Administrative Agent pursuant to Section 6.9subject Permitted Acquisition;
(p) [reserved];
(q) transactions permitted by Section 8.03;
(r) Dispositions of minority interests in joint venturesmade to consummate the Transactions;
(s) [reserved]; and
(qt) any Disposition Dispositions of any Foreign Subsidiary and any holding company formed assets not otherwise permitted in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs clauses (fa) and through (g)(is) and (g)(ii) of this Section 7.5 shall be above so long as made for at fair market value and in the case aggregate fair market value of any such Disposition (or series all assets disposed of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including the proposed disposition) would not exceed $5,000,000 in part under one such clause and in part under another such clause)any Fiscal Year.
Appears in 1 contract
Sources: First Lien Term Loan Credit and Guarantee Agreement (Alden Global Capital LLC)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions 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 Dispositions of inventory Inventory in the ordinary course of businessbusiness and consistent with past practice;
(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 the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, or (ii) for fair market value in connection with any transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money, cash or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale licensing of Patents, Trademarks, Copyrights and other Intellectual Property rights in the ordinary course of business and that does not materially interfere with the ordinary course of business of the Budget Truck Division for fair market value as determined by the board of directors of the BorrowerLoan Parties;
(g) the Disposition of property (i) by any Loan Party to any other property having Loan Party, and (ii) by any Subsidiary that is not a fair market value not Loan Party to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrowerother Group Member;
(h) Dispositions of property subject to a Casualty Event in good faith on an arm’s length basis; provided that Net Cash Proceeds of such Dispositions shall be reinvested or applied to prepay Loans to the Dispositions listed on Schedule 7.5(hextent required pursuant to Section 2.10(c);
(i) Dispositions leases or subleases of properties subject to condemnation, eminent domain real property or takingequipment on an arm’s length basis for fair market value;
(j) leasesthe sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof, subleasesother than pursuant to clause (m) below;
(k) any abandonment, licenses and sublicenses cancellation, non-renewal or discontinuance of real use or personal property, and maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions made on an arm’s length basis for fair market value of other property so long as at least 75% of the total consideration for any such Disposition shall be in the form of cash or Cash Equivalents; provided that, at the time of any such Disposition made in reliance on this clause (l), no Event of Default shall have occurred and be continuing or would result from any such Disposition; provided, further, that Net Cash Proceeds of such Dispositions shall be reinvested or applied to prepay Loans to the extent required pursuant to Section 2.10(c);
(m) Dispositions of Accounts in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions pursuant to supply chain finance 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 thereofreceivables finance arrangements;
(n) Dispositions of non-core assets acquired in connection with an Investment payments permitted under Section 7.6, Investments permitted under Section 7.7, including a Specified Transactionand Liens permitted under Section 7.3;
(o) Dispositions by of equipment or real property on an arm’s length basis to the Borrower extent that (i) such property is exchanged for credit against the purchase price of property used or any of its Subsidiaries useful in the business of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of Group Member or (ii) the Capital Stock proceeds of such other Foreign Subsidiary (or any parent company Disposition are reasonably promptly applied to the purchase price of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9property;
(p) Dispositions any Foreign Subsidiary of minority interests the Borrower may sell or Dispose of Equity Interests in joint ventures; andsuch Subsidiary to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries;
(q) each Group Member may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business and to the extent such surrender or waiver could not reasonably be expected to result in a Material Adverse Effect;
(r) to the extent constituting a Disposition, the issuance by the Borrower of its Equity Interests, so long as no Change of Control would result;
(s) [reserved] and
(t) Dispositions made on or after the Closing Date by any Disposition of Loan Party to any Subsidiary (including any Foreign Subsidiary and Subsidiary) that is not a Loan Party; provided that no Disposition made at any holding company formed time in connection with reliance on this clause (t) shall cause the Avis Europe Acquisition Foreign Investment Limit in effect at such time to be exceeded. Notwithstanding the foregoing or any provision to the Borrower or contrary in any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of Loan Document, no Disposition made in reliance on this Section 7.5 shall be made for fair value and in the case of transfer any such Disposition (or series of related Dispositions) that yields gross proceeds to any Material Intellectual Property from a Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other to a Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer not a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Loan Party.
Appears in 1 contract
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 Dispositions of (i) obsolete obsolete, damaged, uneconomic or worn out machinery, parts, property or (ii) any equipment, or property that is or equipment no longer used or useful useful, in the conduct of the business of the Borrower its business, whether now owned or its Subsidiaries, in each case in the ordinary course of businesshereafter acquired;
(b) the Disposition sale of inventory inventory, equipment and owned or leased vehicles, each in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(bSections 8.4(a), Investments permitted under Section 7.7 (other than Section 7.7 (m8.4(b), 8.4(c), 8.4(d) and Restricted Payments permitted under Section 7.68.4(f);
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that Guarantor or, if such Subsidiary is not a Loan Party, to any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantorother Group Member;
(e) Dispositions any Subsidiary of the Borrower may Dispose of any Related Eligible Assets assets to the Borrower or any Guarantor or, subject to Section 8.7(g) (i) in connection with to the AESOP Financing Program extent applicable), any other Group Member, and any Subsidiary that is not a Guarantor may Dispose of any assets, or the Centre Point Financing Programissue or sell Capital Stock, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Subsidiary that is not a Guarantor;
(f) Dispositions of cash or Cash Equivalents in the sale ordinary course of the Budget Truck Division for fair market value as determined business in transactions not otherwise prohibited by the board of directors of the Borrowerthis Agreement;
(gi) Licenses and sub-licenses, or leases or subleases, of personal (including Intellectual Property) or real property in the ordinary course of business (including on an intercompany basis) and (ii) sales or contributions of Intellectual Property to the Borrower and its Subsidiaries;
(h) the Disposition of other property having a an aggregate book value, for all such Dispositions during the term of this Agreement, not to exceed 20% of the consolidated assets of the Borrower and its Subsidiaries determined as of the date of the most recent financial statements of the Borrower available at the time of the most recent such Disposition; provided (x) the consideration received for such assets shall be in an amount at least equal to fair market value thereof and (y) that at least 75% of the consideration received in connection therewith consists of cash or Cash Equivalents (provided that any Designated Non-Cash Consideration received in connection with such Disposition, together with all other Designated Non-Cash Consideration received pursuant to this clause (h), having an aggregate fair market value not to exceed $1,000,000,000 in 5% of Total Assets at the aggregate for any fiscal year time of the Borrower;
receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Cash Equivalents for purposes of this clause (h) the Dispositions listed on Schedule 7.5(hand for no other purpose);
(i) Dispositions the issuance or sale of properties subject shares of any Subsidiary’s Capital Stock to condemnation, eminent domain or takingqualify directors if required by applicable law;
(j) leases, subleases, licenses and sublicenses Dispositions or exchanges 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 personal (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, and Intellectual Property ;
(k) Dispositions of leases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Loan Parties and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of businesstheir Subsidiaries, taken as a whole;
(l) the abandonment, termination abandonment or other disposition Disposition of Intellectual Property or leasehold properties that is, in the ordinary course reasonable judgment of business; andthe Borrower, no longer economically practicable or desirable to maintain and/or material in the conduct of the business of the Loan Parties and their Subsidiaries, taken as a whole;
(m) dispositionsthe Disposition of Property which constitutes a Recovery Event;
(n) Dispositions consisting of the sale, discounts transfer, assignment or forgiveness other Disposition of accounts receivable in connection with the collection collection, compromise or compromise thereofsettlement thereof in the ordinary course of business and not as part of a financing transaction;
(no) Dispositions Investments in compliance with Section 8.7;
(p) dispositions of non-core assets acquired in connection with any Permitted Acquisition in an Investment permitted under Section 7.7, including a Specified Transactionaggregate amount not to exceed $50,000,000 per calendar year;
(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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition the disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief fromproperty which constitutes, or by any other Person assuming responsibility forwhich is subject to, any liabilities, contingent or otherwise, that are not Indebtednessa Recovery Event;
(r) (it being understood that for the purposes Dispositions of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, Investments in joint ventures to the extent that required by, or made pursuant to customary buy/sell arrangements between, the Borrower joint venture parties set forth in joint venture arrangements and each other Subsidiary are released from similar binding arrangements;
(s) sales of Margin Stock for fair market value payable in cash or Cash Equivalents;
(t) the unwinding of any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness Hedge Agreements; and (4u) securities received by Dispositions listed on Schedule 8.5 to the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Disclosure Letter.
Appears in 1 contract
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 Dispositions (i) of obsolete or worn out property or in the ordinary course of business, (ii) 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 that is no longer used or useful in the conduct of the business asset of the Borrower or its Subsidiariesany Subsidiary and (iii) constituting leases, subleases, space leases, licenses or sublicenses, in each case in the ordinary course of businessbusiness and which do not materially interfere with the business of any Group Member;
(b) the Disposition Dispositions of (i) Hydrocarbons and other inventory in the ordinary course of businessbusiness and (ii) accounts receivable in connection with the compromise, settlement or collection thereof;
(c) Dispositions sale and leaseback transactions permitted by clause (i) of Section 7.4(b)5.03, Investments Liens permitted under by Section 7.7 (other than Section 7.7 (m)) 5.05 and Restricted Payments permitted under by Section 7.65.07;
(d) the sale or issuance or other Disposition of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned SubsidiarySubsidiary of the Borrower; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;and
(e) Dispositions (including the Disposition of Capital Stock of any Related Eligible Assets Subsidiary to a Person that is not a Group Member) not otherwise permitted by Section 5.06(a) through (d) so long as (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, no Event of Default has occurred and is continuing and (ii) to any Securitization Entity the Net Cash Proceeds (or (iiian amount equal thereto) 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, applied to the extent required by Section 2.08(a) to reduce the Total Revolving Extensions of Credit. In the event that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event Disposition meets the criteria of for more than one of the types of Dispositions described categories set forth in the clauses abovethis Section 5.06, the Borrower may, in its sole discretion may discretion, classify (and reclassify) reclassify from time to time such action or event Disposition among the categories whose criteria such Disposition satisfies in one or more clauses (including a manner that results in part under one such clause and in part under another such clause)compliance with this covenant.
Appears in 1 contract
Sources: Revolving Credit Agreement (Anadarko Petroleum Corp)
Disposition of Property. Dispose of all or any part of its propertybusiness, assets or Property of any kind whatsoever, whether now owned or hereafter acquired, orin one transaction or a series of transactions, which in the each case constitutes an Asset Sale, or issue or Dispose of any Subsidiary, issue Equity Interest of any Person that directly or sell indirectly owns any shares of such Subsidiary’s Capital Stock to any Personthe foregoing, except:
(a) Dispositions permitted by Section 7.04;
(b) the Disposition of (i) obsolete or worn out property property, or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiariessuch Person’s business, 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) the Disposition of Section 7.4(b), Investments permitted under Section 7.7 (inventory or other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6assets in the ordinary course of business or consistent with past practice;
(d) Dispositions of cash or Cash Equivalents;
(e) the sale or issuance of any Subsidiary’s Capital Stock Equity Interests 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;
(ef) transfers of assets between or among (i) the Borrower and the Subsidiary Guarantors and (ii) the Loan Parties and non-Loan Party Subsidiaries so long as any such non-Loan Party Subsidiary becomes a Subsidiary Guarantor contemporaneously with any such transfer;
(g) any Dispositions constituted by the granting of Liens permitted by Section 7.01;
(h) any lease of drill pipe by Quail Tools to a customer located outside of the United States and any subsequent sale to such customer of any such drill pipe;
(i) any sale by the Borrower or any Subsidiary to its customers of drill pipe, tools, and associated drilling equipment utilized in connection with a drilling contract for the employment of a drilling rig in the ordinary course of business and consistent with past practice;
(j) 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;Property described on Schedule 7.05(j); and
(fk) Asset Sales, the sale proceeds of which (valued at the Budget Truck Division for principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value as in the case of other non-cash proceeds) are less than $150,000,000 in the aggregate during the term of this Agreement; provided that (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Salessimilar governing body), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents), (2) the assumption of Indebtedness of the Borrower (other no less than Disqualified Stock of the Borrower) or any Subsidiary 75% thereof shall be paid in cash, and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary the Net Asset Sale Proceeds thereof shall be applied as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received required by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.05(b)(i).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower or Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, worn out, surplus or worn out uneconomical property in the ordinary course of business, and the abandonment or (ii) any property Disposition of Intellectual Property that is no longer used or useful in the conduct ordinary course of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of businessGroup Members;
(b) the Disposition sale of inventory 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 the Capital Stock of any Subsidiary of the Borrower to the Borrower Borrower, Holdings or to any Wholly Owned Subsidiary; provided that any Guarantor, or the sale or issuance of any Subsidiary Guarantor’s the Capital Stock shall only be to of the Borrower or another Subsidiary to any Parent Guarantor;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing or sub-licensing of patents, trademarks, copyrights, and other Intellectual Property rights and the Budget Truck Division for fair market value as determined by leasing or subleasing of real property, in each case, in the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 750,000 in the aggregate for any fiscal year of the Borrower;, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans to the extent required by Section 2.12(e); and
(h) the Dispositions listed 2017 Dividend to the extent permitted hereunder. provided, however, that any Disposition made pursuant to this Section 7.5 (other than Section 7.5(a)) shall be made in good faith 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 an arm’s length basis for fair value. To the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in extent 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 Lenders required under Section 7.710.1 waive the provisions of this Section 7.5 with respect to the sale of any Collateral, 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 Collateral is sold as at least 65% of the Capital Stock of permitted by this Section 7.5, such other Foreign Subsidiary Collateral (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition unless sold to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (fGuarantor) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value sold free and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes clear of the foregoing provisoLiens created by the Security Documents, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of Administrative Agent shall take all actions it deems appropriate in order to effect the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)foregoing.
Appears in 1 contract
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 Dispositions of (i) obsolete or obsolete, worn out or surplus 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 Dispositions of inventory 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)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6(b)(ii)(A);
(d) the sale or issuance of any Subsidiary’s the Capital Stock to the Borrower of (x) Holdings or any Wholly Owned Subsidiary; provided that any sale or issuance of (y) any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets Holdings (i) in connection with the AESOP Financing Program to Holdings or the Centre Point Financing Programany other Loan Party, or (ii) by a Subsidiary that is not a Loan Party to any Securitization Entity another Subsidiary that is not a Loan Party or (iii) in connection with any transaction that does not result in a Change of Control;
(e) the incurrence use, transfer or other Disposition of any Securitization Indebtednessmoney, cash or Cash Equivalents in a manner that is not prohibited by the terms (other than this Section 7.5) of this Agreement;
(f) the sale licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business, which may only be exclusive (x) in any and all respects, other than territory or (y) as to territory, but only as to discrete geographical areas outside of the Budget Truck Division for fair market value United States or as determined by the board of directors of the Borrowerto any licenses or sublicenses listed on Schedule 7.3(f);
(g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Loan Party which acquires the property;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of real property;
(j) the sale, transfer, disposition or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise, settlement or collection thereof;
(k) any abandonment, lapse, cancellation, non-renewal, discontinuance of use or maintenance or other Disposition of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is (i) not material to such Group Member’s business and (ii) not economically practicable or commercially reasonable to maintain;
(l) Restricted Payments permitted by Section 7.6, payments and other Dispositions permitted by Section 7.10, Investments permitted by Section 7.8 and Liens permitted by Section 7.3;
(m) Dispositions of other property having a fair market value not to exceed $1,000,000,000 5,000,000 in the aggregate for any fiscal year of the Borrower;
Group Members so long as such Disposition is made for fair market value, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are applied and/or reinvested as (hand to the extent) the Dispositions listed on Schedule 7.5(hrequired by Section 2.12(e);
(in) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property assets in the ordinary course of business, and any intercompany licenses and sublicenses business that the applicable Group Member determines in good faith is no longer used or useful in the business of Intellectual Propertysuch Group Member;
(ko) dispositions Dispositions of Investments in joint ventures to the extent required by, or use made pursuant to, customary buy/sell arrangements between any joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(p) (i) voluntary cancellations, terminations or surrender by any Group Member of cash any immaterial lease or license, (ii) the expiration of any option agreement in respect of real or personal property and Cash Equivalents (iii) the settlement of any litigation claims (to the extent such claims constitutes an asset), in each case, in the ordinary course of business;
(lq) Dispositions of Accounts to an SPV in connection with an SPV Account Financing permitted pursuant to Section 7.2(n) and pursuant to the definitive documentation governing such SPV Account Financing;
(r) (i) dispositions of Instacash Receivables pursuant to (and in accordance with) the abandonmentSP Forward Flow Documents, termination so long as (A) the proceeds of such dispositions are deposited into an account subject to a Control Agreement and (B) customer payments in respect of Instacash Receivables and related amounts collected by the Borrower (or other disposition a Subsidiary) pursuant to the Servicing Agreement are initially paid into the Instacash Servicer Account and are subject to (and applied in a manner consistent with) the terms of Intellectual Property or leasehold properties the SP Intercreditor Agreement, including sweeping Excluded Amounts (as defined in the ordinary course SP Master Receivables Purchase Agreement), and other amounts to which the Borrower or its Subsidiaries are entitled, to accounts subject to a Control Agreement on a daily basis, and (ii) dispositions of businessAccounts (other than as described in clause (i)) to a non-Affiliated third-party in cash for fair market value, so long as (A) the proceeds of such dispositions are deposited into an account subject to a Control Agreement substantially concurrently with the consummation of such disposition and (B) the disposition shall be without recourse to the Group Members and their Subsidiaries other than Standard Securitization Undertakings; and
(ms) dispositions, discounts the transfer of money or forgiveness of accounts receivable cash into the “Reserve Account” (as defined in connection with the collection Partner Bank Agreement) or compromise thereof;
the “Negative Balance Reserve Account” (nas defined in the Partner Bank Agreement) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by each case pursuant to the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long Partner Bank Agreement as at least 65% of in effect on the Capital Stock of such other Foreign Subsidiary Closing Date (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent amended pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause7.20).
Appears in 1 contract
Sources: Credit Agreement (Moneylion Inc.)
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 obsolete, condemned 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 sale of inventory in the ordinary course of business; the Disposition of Cash Equivalents for fair value for cash or other Cash Equivalents; the license of Intellectual Property in the ordinary course of business; and leases or subleases entered into in the ordinary course of business and not materially interfering with the ordinary conduct 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 SubsidiarySubsidiary Guarantor; provided that any sale if the selling or issuance of any issuing Subsidiary is a Wholly Owned Qualifying Subsidiary Guarantor’s , the recipient of such Capital Stock shall only Stock, if other than the Borrower, must also be to the Borrower or another a Wholly Owned Qualifying Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with any Tower Notes Issuer or any Asset Entity or other Subsidiary of the AESOP Financing Program or Issuer Entity may make Dispositions to the Centre Point Financing Program, extent permitted pursuant to the Tower Notes Indenture so long as the Net Cash Proceeds of such Dispositions shall be applied to prepay the Loans and reduce the Commitments to the extent required by Section 2.9(c) and (ii) upon and after consummation of the Global Signal Acquisition, any Global Signal 2004 Borrower or Global Signal 2006 Borrower may make Dispositions to any Securitization Entity the extent permitted pursuant to the Global Signal 2004 Loan Agreement or (iii) in connection with Global Signal 2006 Loan Agreement, as applicable, so long as the incurrence Net Cash Proceeds of any Securitization Indebtednesssuch Dispositions shall be applied to prepay the Loans and reduce the Commitments to the extent required by Section 2.9(c);
(f) the sale Disposition of (i) directly or indirectly, all or substantially all of the Budget Truck Division for fair market value as determined by the board of directors Capital Stock of the Borrower;
Australian Subsidiary or (gii) the Disposition of other property having a fair market value not to exceed $1,000,000,000 50,000,000 in the aggregate for any fiscal year of the Borrower, it being understood that the Net Cash Proceeds of such Dispositions in clauses (i) and (ii) shall be applied to prepay the Loans and reduce the Commitments to the extent required by Section 2.9(c);
(g) upon and after the consummation of the Global Signal Acquisition, the sale, transfer or contribution of any Subsidiary that was acquired in the Global Signal Acquisition to any Tower Notes Issuer; provided that (i) within five Business Days following such sale, transfer or contribution, one or more of the Tower Notes Issuers shall issue Additional Tower Notes in an aggregate principal amount not less than the product of (x) the portion of Consolidated Adjusted EBITDA attributable to such Subsidiary sold, transferred or contributed for the last twelve month period ending with the most recently completed month and (y) five (it being understood that the Net Cash Proceeds of such Additional Tower Notes shall be applied to prepay the Loans and reduce the Commitments to the extent required by Section 2.9(a)) and (ii) such sale, transfer or contribution is not prohibited by any Tower Notes Indenture Document or Global Signal Loan Document;
(h) Dispositions (i) to the Borrower or any Subsidiary Guarantor or (ii) to any Subsidiary that is not a Subsidiary Guarantor so long as (x) the consideration received in connections with Dispositions listed on Schedule 7.5(hpermitted by this clause (ii) is equal to at least the fair market value of the asset being Disposed of and consists of at least 90% cash or Cash Equivalents and (y) the Net Cash Proceeds of such Dispositions are applied to prepay the Loans and reduce the Commitments to the extent required by Section 2.9(c);; and
(i) Dispositions resulting from any casualty or other insured damage to, or any taking under power of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real by condemnation 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales)similar proceeding of, any consideration by way property or asset of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from so long as the transferee that Net Cash Proceeds of such event are converted applied to prepay the Loans or reduce the Commitments to the extent required by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.9(c).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) Equipment that is substantially worn, damaged, or obsolete or worn out property or (ii) any property that is no longer used or useful in the ordinary course of business of the Borrower and its Subsidiaries and leases or subleases of real property not useful in the conduct of the business of the Borrower or and its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sales of inventory Inventory to buyers in the ordinary course of business;
(c) Dispositions consisting of non-exclusive licenses of Intellectual Property permitted by clause (i) of Section 7.4(b7.3(j), 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 Dispositions of assets by (i) any Subsidiary’s Capital Stock to Subsidiary of 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 Loan Party and (ii) any Subsidiary Guarantorof the Borrower which is not a Loan Party to another Subsidiary of the Borrower which is not a Loan Party;
(e) Dispositions of any Related Eligible Assets (i) in connection property 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 an aggregate value not to exceed $1,000,000,000 500,000 in the aggregate for any fiscal year of the Borrower;
(hf) the Dispositions listed on Schedule 7.5(h)grants of security interests and Liens permitted by this Agreement;
(ig) Dispositions payments permitted under Section 7.6, Investments permitted under Section 7.8, Liens permitted under Section 7.3, payments in the ordinary course of properties subject to condemnation, eminent domain or taking;
business and other payments which payments (j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property including those in the ordinary course of business), and in each case, are not otherwise prohibited by this Agreement or 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 businessLoan Document; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(nh) Dispositions of non-core or surplus assets acquired in connection with an Investment permitted under Section 7.7a Permitted Acquisition consummated within twelve (12) months of the date of the Permitted Acquisition, 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 the consideration received for the assets to be so disposed is at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged equal to the Administrative Agent fair market value thereof; provided, however, that any Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made in good faith on an arm’s length basis for fair market value and (as determined in good faith by the case Board of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock Directors of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Sources: Credit Agreement (Fitbit Inc)
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:
(ai) the Disposition of (i) obsolete immaterial, obsolete, damaged or worn out property or (ii) any of property that is no longer used or useful useful, suitable or commercially necessary in the conduct of the business of the Borrower or and its Subsidiaries, in each case in the ordinary course of business;
(bii) the Disposition of Cash Equivalents and sale of inventory or other products or assets sold in the ordinary course of business;
(ciii) Dispositions permitted by clause (i) of Section 7.4(bSections 7.4(b)(i), Investments permitted under Section 7.7 (other than Section 7.7 (m)7.4(c) and Restricted Payments permitted under Section 7.67.4(f);
(div) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned holder thereof, so long as such sale or issuance does not materially reduce Borrower’s direct or indirect ownership percentage in such Subsidiary;
(v) the license or sublicense of any property in the ordinary course of business that does not materially and adversely affect, in the good faith judgment of the Borrower, the value of such property to the Borrower and its Subsidiaries;
(vi) the Disposition for market value of other property in the aggregate having a book value not exceeding 20% of the consolidated net tangible assets of the Borrower and its Subsidiaries in the aggregate from and after the Closing Date (with consolidated net tangible assets being determined at the time of any such Disposition by reference to the most recent consolidated financial statements delivered pursuant to Section 6.1 or, if prior to the first delivery date for such financial statements hereunder, as of the end of the period for which the most recent financial statements of the Company are available); provided that not less than 75% of the total consideration for any sale such Disposition shall be paid to the Borrower in cash or issuance consideration which is within 180 days after the consummation of such Disposition reasonably expected to and shall be converted into cash; and provided further that any Subsidiary Guarantor’s Capital Stock liabilities that, if not assumed by the transferee with respect to the applicable Disposition, would have been deducted (other than subordinated liabilities) in calculating the Net Cash Proceeds from such Disposition but that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Subsidiaries shall only have been validly released by all applicable creditors in writing, shall be treated as cash consideration;
(vii) any of the Borrower and its Subsidiaries may transfer assets to the Borrower or another any Subsidiary Guarantor; provided, however, that in connection with any such transfer of assets the Borrower shall promptly, at Borrower’s expense, take such further actions and deliver such further assurances as the Administrative Agent or the Collateral Agent may in accordance with the terms, conditions and limitations of the Security Documents reasonably request, and in connection therewith execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in each appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary to grant or confirm the validity, perfection and priority of the Liens of the Security Documents on such assets covered thereby subject to no other Liens except as permitted by the applicable Security Document;
(eviii) Dispositions any of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) Borrower and its Subsidiaries shall be permitted to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessmake Permitted Dispositions;
(fix) the sale any of the Budget Truck Division for fair market value as determined by the board Borrower and its Subsidiaries shall be permitted to sell or otherwise dispose of directors of the Borrowerproperty to consummate a Sale Leaseback Transaction permitted under Section 7.11;
(gx) 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 BorrowerRecovery Event or permitted Restricted Payment;
(hxi) the Dispositions listed on Schedule 7.5(hBorrower or any Subsidiary may issue Capital Stock in any such Subsidiary to qualify directors where required by applicable law or to satisfy other requirements of applicable law with respect to the ownership of Capital Stock in Foreign Subsidiaries or nominal shares of Foreign Subsidiaries for tax considerations;
(xii) Borrower or any of its Subsidiaries may transfer assets as a part of the consideration for Investments in Permitted Joint Ventures or Investments permitted by ▇▇▇▇▇▇▇ ▇.▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇▇) or (ee);
(ixiii) Dispositions of properties subject to condemnation, eminent domain or takingeffected by transactions permitted under Section 7.4 shall be permitted;
(jxiv) leasesthe granting of Liens in compliance with Section 7.3, subleasesto the extent such Liens would be considered a Disposition;
(xv) Borrower or any of its Subsidiaries may lease, licenses and sublicenses of as lessor or sublessor, or license, as licensor or sublicensor, real or personal property, and Intellectual Property property in the ordinary course of business, and any intercompany licenses and sublicenses to the extent that such lease does not materially interfere with the business of Intellectual PropertyBorrower or its Subsidiaries;
(kxvi) 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% may dispose of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent assets comprising an Investment permitted pursuant to Section 6.97.8(r), (s), (u), (w), (x), (y), (dd) or (ee);
(pxvii) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided Subsidiaries may make Dispositions to Subsidiaries of the Borrower that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) are not Loan Parties for cash consideration not less than the then fair market value of this Section 7.5 shall be made for fair value and in the case of any assets subject to such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party as determined in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration good faith by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock a Responsible Officer of the Borrower) or any Subsidiary ), if such Disposition is otherwise in the ordinary course of its business and the release of is on terms and conditions at least as favorable to the Borrower and its Subsidiaries from all liability with respect to payment of or the Subsidiary making such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary Disposition as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received would be obtainable by the Borrower or the Subsidiary making such Disposition in a comparable arm’s-length transaction with an independent, unrelated third party; and
(xviii) like-kind exchanges of existing assets for similar replacement assets, so long as the receipt of the replacement assets in such exchange occurs promptly following the transfer thereof. To the extent the Required Lenders waive the provisions of this Section with respect to the sale or other disposition of any Collateral, or any Collateral is sold or disposed of as permitted by this Section 7.5, such Collateral in each case (unless sold or disposed of to Borrower or a Subsidiary from Guarantor) shall be sold or otherwise disposed of free and clear of the transferee that are converted Liens created by the Borrower or Loan Documents and the Administrative Agent shall take such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described actions in the clauses above, the Borrower accordance with Section 10.14 as are appropriate in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)connection therewith.
Appears in 1 contract
Sources: Amendment Agreement (Radiation Therapy Services Holdings, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, worn out, damaged or worn out surplus 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 sale of inventory (including content) 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 7.69.4;
(d) the sale or issuance of Capital Stock of any Restricted Subsidiary to Holdings or any other Restricted Subsidiary of Holdings (provided that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of the Borrower’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 GuarantorU.S. Holdings;
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale licensing or sublicensing 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 condemnationpatents, eminent domain or taking;
(j) leasestrademarks, subleases, licenses and sublicenses of real or personal propertycopyrights, and other 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 rights in the ordinary course of business;
(lg) the abandonmentDispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(h) licenses, termination sublicenses, leases or subleases with respect to any property or assets (including inventory) (other disposition of than patents, trademarks, copyrights and other Intellectual Property or leasehold properties rights) granted to third Persons in the ordinary course of business; and
(m) dispositionsprovided, discounts or forgiveness of accounts receivable that the same do not in connection any material respect interfere with the collection business of the Group Members, taken as a whole, or compromise thereofmaterially detract from the value of the relative assets of the Group Members, taken as a whole;
(ni) Dispositions to, between or among Group Members that are Loan Parties; Table of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
Contents (oj) Dispositions by the Borrower between or among any of its Subsidiaries of any Foreign Subsidiary to Group Member that is not a Loan Party and any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary Group Member that is no longer not a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).Loan Party;
Appears in 1 contract
Disposition of Property. Dispose of any of its propertyproperty (other than cash), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property, used equipment or other property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its SubsidiariesGroup Members, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b7.4(c), 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 Restricted Subsidiary’s Capital Stock to the Borrower Company 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 IndebtednessCash Equivalents;
(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 thereofthereof in the ordinary course of business;
(g) Dispositions by any Group Member to any other Group Member;
(h) Dispositions permitted by Section 7.9;
(i) Dispositions constituting investments in another Person;
(j) Dispositions of a portion of any property acquired after the Closing Date pursuant to an Acquisition, provided such Dispositions are effected within 360 days after such Acquisition;
(k) issuance by a newly-formed Restricted Subsidiary of its Capital Stock to any Group Member in connection with its formation;
(l) issuance by any Restricted Subsidiary of additional Capital Stock to any Group Member that already owns Capital Stock of such Restricted Subsidiary or to any other Group Member that is the Company or is a wholly owned Restricted Subsidiary, provided that if the Capital Stock of such Restricted Subsidiary is already owned directly by a Loan Party, then such Capital Stock shall be issued to such Loan Party;
(m) issuance by any non-wholly owned Restricted Subsidiary of additional Capital Stock to Persons that are not Group Members, if such issuance does not result in the dilution of the interests in the Capital Stock of such non-wholly owned Restricted Subsidiary held by the Group Members or, to the extent resulting in a dilution, is treated as a Disposition and is permitted under Section 7.5(n);
(n) Dispositions the Disposition during any fiscal year of non-core assets acquired in connection with the Company of other property having an Investment permitted under Section 7.7, including a Specified Transactionaggregate fair market value not to exceed 5% of Consolidated Tangible Assets of the Company as of the end of the immediately preceding fiscal year;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary Disposition to any other Foreign an Unrestricted Subsidiary so long as at least 65% such Disposition is not of assets used in, and does not impair, the Capital Stock manufacturing or sales operations of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;Group Member; and
(p) Dispositions any issuance or sale of minority interests Capital Stock in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Unrestricted Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (First Solar, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property property, or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiariesany Restricted Subsidiary, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) leases, subleases, licenses and sublicenses in each case in the ordinary course of business and that do not materially interfere with the business of the Borrower or its Restricted Subsidiaries;
(d) Liens permitted by Section 7.3, Investments permitted by Section 7.7 and Restricted Payments permitted by Section 7.6;
(e) Dispositions of Cash Equivalents in the ordinary course of business.
(f) 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;
(dg) the sale or issuance of any Restricted 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;
(eh) Dispositions of any Related Eligible Assets property (i) in connection with resulting from the AESOP Financing Program condemnation thereof or the Centre Point Financing Program, (ii) to any Securitization Entity that has suffered a casualty (constituting a total loss or (iiiconstructive total loss of such property) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale upon or after receipt of the Budget Truck Division for fair market value as determined by the board insurance proceeds 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)such casualty;
(i) Dispositions sales or discounts of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property overdue accounts receivable in the ordinary course of business, in connection with the compromise or collection thereof, and not in connection with 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 businessfinancing transaction; and
(mj) dispositionsDispositions of property during any period of four consecutive fiscal quarters of the Borrower (the “Subject Period”) so long as (i) at least 75% of the purchase price of such property shall be paid in cash, discounts (ii) no Default or forgiveness Event of accounts receivable Default shall exist prior to or after giving effect to any such Disposition, (iii) the sum of (A) aggregate fair market value (at the time of disposition thereof) of all property disposed of by the Borrower and its Restricted Subsidiaries in the Subject Period pursuant to this Section 7.5(j) plus (B) the aggregate fair market value of all property then proposed to be disposed of in the Subject Period pursuant to this Section 7.5(j) does not exceed an amount equal to 10% of the Consolidated Net Tangible Assets, (iv) if the portion of the aggregate annual Consolidated EBITDA derived from all property disposed of pursuant to this Section 7.5(j) during the Subject Period (the Consolidated EBITDA for each property determined based on the four fiscal quarters prior to the Disposition of such property) would exceed an amount equal to ten percent (10%) of the Consolidated EBITDA, the consent (not to be unreasonably withheld) of the Required Lenders is obtained in connection with the collection or compromise thereof;
any such Disposition, (nv) Dispositions if any such property consists 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 Capital Stock of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% Subsidiary, such Disposition shall be of all of the Capital Stock of such other Foreign Subsidiary and (or any parent company of such other Foreign Subsidiaryvi) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection shall have received a certificate from the Borrower demonstrating compliance with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) conditions of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause7.5(j).
Appears in 1 contract
Sources: Credit Agreement (Blueknight Energy Partners, L.P.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, or issue or sell any shares of such Subsidiary’s its 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 sale of inventory in the ordinary course of business; the Disposition of cash and Cash Equivalents for fair value; the license of intellectual property in the ordinary course of business; and leases and subleases with respect to excess capacity and not materially interfering with the ordinary conduct 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) Dispositions of assets of TWTC or any Subsidiary to any other Subsidiary having a fair market value not to exceed $25,000,000 in the aggregate for any fiscal year of TWTC;
(e) the sale or issuance of TWTC’s common stock or preferred stock (including in each case convertible stock subject to the specific restriction on convertible stock below) to any Person, provided that (i) the Net Cash Proceeds thereof shall be (x) used to redeem or repurchase Indebtedness to the extent permitted under Section 7.9 or (y) contributed to the Borrower as either equity or debt to the extent TWTC has cash and Cash Equivalents in excess of $25,000,000 in the aggregate (provided that to the extent contributed as debt, such debt shall be evidenced by an Intercompany Subordinated Note, if otherwise required to be so evidenced pursuant to Section 7.2(l)), (ii) if such issuance relates to convertible stock, the Net Cash Proceeds thereof shall be used only to redeem or repurchase Indebtedness of TWTC to the extent permitted under Section 7.9 and (iii) if such preferred stock constitutes Cash Pay Preferred Stock, it shall be issued in compliance with Section 7.2;
(f) the sale or issuance of any Subsidiary’s Capital Stock to TWTC, 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;
(eg) Dispositions of any Related Eligible Assets Exchange by TWTC and its Subsidiaries, provided that (i) in connection with on the AESOP Financing Program date of such Exchange, no Revolving Default or the Centre Point Financing ProgramRevolving Event of Default shall have occurred and be continuing or would result therefrom, (ii) to any Securitization Entity or the assets received in connection with such Exchange shall be received by a Wholly Owned Subsidiary Guarantor and (iii) in the event that any cash consideration is paid or received by TWTC or any of its Subsidiaries in connection with such Exchange, then (a) the incurrence payment of any Securitization Indebtednesssuch cash is permitted by Section 7.7 or Section 7.8(i), as applicable and in accordance with GAAP, and (b) the Disposition related to the receipt of any such cash is permitted by Section 7.5(h);
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(gh) the Disposition of other property having a fair market value not to exceed (as to TWTC and all Subsidiaries) $1,000,000,000 50,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);TWTC; and
(i) Dispositions the sale or issuance 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 TWTC’s common stock as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Xspedius Acquisition.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of the Borrower or any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete obsolete, damaged, uneconomic, used, surplus or worn out machinery, parts, property or (ii) any equipment, inventory or property that is or equipment no longer used or useful useful, in the conduct of the business of the Borrower its business, whether now owned or its Subsidiaries, in each case in the ordinary course of businesshereafter acquired;
(b) the Disposition sale of inventory and goods held for sale, each in the ordinary course of business;
(c) Dispositions permitted by clause Section 8.4(a), (b), (c), (d), (e), (f), (h) and (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 Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor or, if any Restricted Subsidiary is not a Loan Party, to any other Restricted Subsidiary; provided that ;
(e) any sale or issuance Restricted Subsidiary of the Borrower may Dispose of any Subsidiary Guarantor’s Capital Stock shall only be assets to the Borrower or another any Subsidiary Guarantor or, subject to Section 8.7(f) (to the extent applicable), any other Restricted Subsidiary, and any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of any assets, or issue or sell Capital Stock, to any other Restricted Subsidiary that is not a Subsidiary Guarantor;
(ef) Dispositions of any Related Eligible Assets (i) cash or Cash Equivalents in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) ordinary course of business in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined transactions not otherwise prohibited by the board of directors of the Borrowerthis Agreement;
(g) (i) non-exclusive licenses of technology in the ordinary course of business which, in the aggregate, do not materially detract from the value of any Collateral or materially interfere with the ordinary conduct of the business of the Loan Parties or any of their Restricted Subsidiaries and (ii) sales, leases, transfers or other dispositions (whether through the direct transfer of the ownership of such Intellectual Property, transfer of the Capital Stock of the owner of such Intellectual Property, exclusive licensing of such Intellectual Property or otherwise) by the Borrower and the Restricted Subsidiaries of Intellectual Property to other Persons (other than to a Loan Party), in accordance with normal industry practice; provided that the aggregate purchase price or other consideration (exclusive of success or similar fees and royalties, including fees based on future enforcement of such Intellectual Property) for such sales in reliance upon this clause (g)(ii) shall not exceed $125,000,000 from and after the Subsequent Fifth Amendment Effective Date;
(i) the Disposition of other property (other than Intellectual Property) having a fair market value not to exceed $1,000,000,000 the greater of (A) 1.0% of the Consolidated Total Tangible Assets of the Borrower in the aggregate for any fiscal year of the Borrower or (B) $45,000,000 in any fiscal year of the Borrower;
; provided that at least 75% of the consideration received in connection therewith consists of cash or Cash Equivalents and such Disposition is made for fair market value and (hii) the Dispositions listed on Schedule 7.5(h)Disposition of property or assets as a result of a Recovery Event, in each case so long as the Borrower is in compliance with Section 4.2(b) of this Agreement;
(i) Dispositions sales, assignments, transfers or other dispositions of properties subject accounts receivable of any Foreign Subsidiary in the ordinary course of business as part of any accounts receivable financing transaction or factoring permitted pursuant to condemnation, eminent domain or takingSection 8.2(w);
(j) leases(i) the issuance or sale of shares of any Restricted Subsidiary’s Capital Stock to qualified directors if required by applicable law and (ii) compensatory issuances or grants of Capital Stock of the Borrower approved by the Borrower’s board of directors, subleasesany committee thereof or any designee of either to employees, licenses and sublicenses officer, directors or consultants made pursuant to equity-based compensation plans or arrangements that have been approved by the shareholders of real the Borrower;
(k) Dispositions or personal exchanges of equipment or other 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 replacement property, and Intellectual Property ;
(l) Dispositions in the form of leases entered into in the ordinary course of business, and to the extent that they do not materially interfere with the business of the Borrower or any intercompany licenses and sublicenses of Intellectual PropertyRestricted Subsidiary, taken as a whole;
(km) dispositions Dispositions of the Capital Stock of Unrestricted Subsidiaries;
(n) the abandonment or use other Disposition of cash immaterial Intellectual Property (including allowing any registrations or any applications for registration of any Intellectual Property to lapse or go abandoned) to the extent the Borrower determines in its reasonable business judgment that (i) such Intellectual Property is not commercially reasonable to maintain under the circumstances and Cash Equivalents (ii) such Disposition would not materially and adversely affect the business of the Borrower and its Restricted Subsidiaries;
(o) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;
(lp) the abandonmentunwinding or settling of any Swap Agreement;
(q) Dispositions of Investments in joint ventures to the extent required by, termination or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(r) sales and other assignments, transfers or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness dispositions of accounts receivable in connection with the compromise or collection or compromise thereof;
(ns) 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint venturesDesignated Permitted Dispositions; and
(qt) any Disposition of any Foreign Permitted Restructuring. Notwithstanding the foregoing, a Designated IP Subsidiary and any holding company formed in connection with the Avis Europe Acquisition shall not make Dispositions other than pursuant to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs clauses (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Salesa), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalentsb), (2) the assumption of Indebtedness of the Borrower e), (other than Disqualified Stock of the Borrowerg), (n) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3s) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions 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 Dispositions of inventory Inventory in the ordinary course of businessbusiness and consistent with past practice;
(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 the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, or (ii) for fair market value in connection with any transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money, cash or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale licensing of Patents, Trademarks, Copyrights and other Intellectual Property rights in the ordinary course of business and that does not materially interfere with the ordinary course of business of the Budget Truck Division for fair market value as determined by the board of directors of the BorrowerLoan Parties;
(g) the Disposition of property (i) by any Loan Party to any other property having Loan Party, and (ii) by any Subsidiary that is not a fair market value not Loan Party to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrowerother Group Member;
(h) Dispositions of property subject to a Casualty Event in good faith on an arm’s length basis; provided that Net Cash Proceeds of such Dispositions shall be reinvested or applied to prepay Loans to the Dispositions listed on Schedule 7.5(hextent required pursuant to Section 2.10(c);
(i) Dispositions leases or subleases of properties subject to condemnation, eminent domain real property or takingequipment on an arm’s length basis for fair market value;
(j) leasesthe sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof, subleasesother than pursuant to clause (m) below;
(k) any abandonment, licenses and sublicenses cancellation, non-renewal or discontinuance of real use or personal property, and maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions made on an arm’s length basis for fair market value of other property so long as at least 75% of the total consideration for any such Disposition shall be in the form of cash or Cash Equivalents; provided that, at the time of any such Disposition made in reliance on this clause (l), no Event of Default shall have occurred and be continuing or would result from any such Disposition; provided, further, that Net Cash Proceeds of such Dispositions shall be reinvested or applied to prepay Loans to the extent required pursuant to Section 2.10(c);
(m) Dispositions of Accounts in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions pursuant to supply chain finance 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 thereofreceivables finance arrangements;
(n) Dispositions of non-core assets acquired in connection with an Investment payments permitted under Section 7.6, Investments permitted under Section 7.7, including a Specified Transactionand Liens permitted under Section 7.3;
(o) Dispositions by of equipment or real property on an arm’s length basis to the Borrower extent that (i) such property is exchanged for credit against the purchase price of property used or any of its Subsidiaries useful in the business of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of Group Member or (ii) the Capital Stock proceeds of such other Foreign Subsidiary (or any parent company Disposition are reasonably promptly applied to the purchase price of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9property;
(p) Dispositions any Foreign Subsidiary of minority interests the Borrower may sell or Dispose of Equity Interests in joint ventures; andsuch Subsidiary to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries;
(q) any Disposition each Group Member may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of any Foreign Subsidiary business and any holding company formed in connection with the Avis Europe Acquisition to the extent such surrender or waiver could not reasonably be expected to result in a Material Adverse Effect;
(r) to the extent constituting a Disposition, the issuance by the Borrower or any of its Subsidiaries. provided that all Equity Interests, so long as no Change of Control would result;
(s) [reserved] and
(t) Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in on or after the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to Closing Date by any Loan Party to any Subsidiary (including any Foreign Subsidiary) that is not a Loan Party; provided that no Disposition made at any time in excess of $25,000,000, for reliance on this clause (t) shall cause the Foreign Investment Limit in effect at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed such time to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)exceeded.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions 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 Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (iSection 7.4(a) of or Section 7.4(b7.4(b)(i), 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 the Capital Stock of any Subsidiary of the Borrower 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 Guarantorother Loan Party;
(e) Dispositions the payment, use or other transfer of any Related Eligible Assets money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(i) the non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights 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 ordinary course 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 Borrowerbusiness;
(g) the Disposition of property (i) by any Loan Party to any other Loan Party, and (ii) by any Group Member (which is not a Loan Party) to any other Group Member;
(h) sales of non-revenue generating patents that are not material to the operations of the Borrower and its Subsidiaries, for which the Loan Parties will have unlimited free right of use, for consideration not to exceed in the aggregate $5,000,000 per fiscal quarter or $25,000,000 for all such sales while the Loan Documents remain in effect (provided that such aggregate cap shall be increased to $50,000,000 in the event the Consolidated Senior Leverage Ratio is less than 1.50:1.00) (each a “Permitted Patent Sale”); provided that no Permitted Patent Sale may be made in the event that an Event of Default has occurred and is continuing or would result after giving effect to each such Permitted Patent Sale. Attached hereto as Schedule 7.5(h) is a list of the Patents of the Borrower and its Subsidiaries that are revenue generating or otherwise material to the business of the Borrower and its Subsidiaries as of the Closing Date (each of the Patents on such schedule as updated from time to time pursuant to Section 6.8(h) is referred to herein as a “Core Patent”). For the avoidance of doubt, the parties agree that in no event shall any Core Patent be Disposed of in any Permitted Patent Sale;
(i) Dispositions of property subject to a Casualty Event;
(j) leases or subleases of Real Property;
(k) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(l) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(m) Dispositions of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower;
, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans if required in accordance with Sections 2.12(c) and (h) the Dispositions listed on Schedule 7.5(he);
(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 payments permitted under Section 7.6, Investments permitted under Section 7.7, including a Specified Transaction;and Liens permitted under Section 7.3; and
(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 such other Foreign SubsidiaryNIM(China) is pledged to the Administrative Agent extent constituting Investments permitted by Section 7.8(n). provided, however, that any Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 1 contract
Sources: Credit Agreement (Telecommunication Systems Inc /Fa/)
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 sale of Cash Equivalents or 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 the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property, in each case in the ordinary course of business and so long as any Related Eligible Assets (i) in connection such transaction does not materially interfere with the AESOP Financing Program or business of the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization IndebtednessBorrower and its Subsidiaries;
(f) the sale of the Budget Truck Division for fair market value as determined any Disposition constituting a Restricted Payment permitted by the board of directors of the BorrowerSection 7.6 or an Investment permitted by Section 7.8;
(g) the granting of a Lien permitted by Section 7.3 (but not the exercise of any remedy in connection therewith);
(h) Dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;
(i) the licensing or sublicensing of intellectual property pursuant to manufacturing license agreements or technical assistance agreements with certain foreign governments, or otherwise in accordance with the International Traffic in Arms Regulations; and
(j) the Disposition of other property having a fair market value not to exceed $1,000,000,000 2,500,000 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, or issue or sell any shares of such Subsidiary’s its 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 sale of inventory in the ordinary course of business; the Disposition of cash and Cash Equivalents for fair value; the license of intellectual property in the ordinary course of business; and leases and subleases with respect to excess capacity and not materially interfering with the ordinary conduct 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) Dispositions of assets of TWTC or any Subsidiary to any other Subsidiary having a fair market value not to exceed $5,000,000 in the aggregate for any fiscal year of TWTC;
(e) the sale or issuance of TWTC’s common stock or preferred stock (including in each case convertible stock subject to the specific restriction on convertible stock below) to any Person, provided that (i) the Net Cash Proceeds thereof shall be (x) used to redeem or repurchase Indebtedness to the extent permitted under Section 7.9 or (y) contributed to the Borrower as either equity or debt to the extent TWTC has cash and Cash Equivalents in excess of $25,000,000 in the aggregate (provided that to the extent contributed as debt, such debt shall be evidenced by an Intercompany Subordinated Note, if otherwise required to be so evidenced pursuant to Section 7.2(l)), (ii) if such issuance relates to convertible stock, the Net Cash Proceeds thereof shall be used only to redeem or repurchase Indebtedness of TWTC to the extent permitted under Section 7.9 and (iii) if such preferred stock constitutes Cash Pay Preferred Stock, it shall be issued in compliance with Section 7.2;
(f) the sale or issuance of any Subsidiary’s Capital Stock to TWTC, 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;
(eg) Dispositions of any Related Eligible Assets Exchange by TWTC and its Subsidiaries, provided that (i) in connection with on the AESOP Financing Program date of such Exchange, no Revolving Default or the Centre Point Financing ProgramRevolving Event of Default shall have occurred and be continuing or would result therefrom, (ii) to any Securitization Entity or the assets received in connection with such Exchange shall be received by a Wholly Owned Subsidiary Guarantor and (iii) in the event that any cash consideration is paid or received by TWTC or any of its Subsidiaries in connection with such Exchange, then (a) the incurrence payment of any Securitization Indebtedness;such cash is permitted by Section 7.7 or Section 7.8(i), as applicable and in accordance with GAAP, and (b) the Disposition related to the receipt of any such cash is permitted by Section 7.5(h); and
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(gh) the Disposition of other property having a fair market value not to exceed (as to TWTC and all Subsidiaries) $1,000,000,000 50,000,000 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)TWTC.
Appears in 1 contract
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 sale of inventory or the licensing of intellectual property in the ordinary course of businessbusiness and other sales of excess or surplus inventory;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(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 SubsidiarySubsidiary Guarantor; provided that any and the sale or issuance of any Subsidiary GuarantorForeign Subsidiary’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantorany other Foreign Subsidiary;
(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 Indebtednesssale-leaseback transactions permitted by Section 8.11;
(f) sales, transfers or dispositions by the sale Borrower or any of its Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default then exists or would result therefrom, (ii) the Budget Truck Division for Borrower or the respective Subsidiary receives at least fair market value (as determined in good faith by the board of directors Borrower), (iii) the aggregate proceeds received by the Borrower or such Subsidiary) from all such sales, transfers or dispositions relating to a given Permitted Acquisition shall not exceed 40% of the Borrower;aggregate consideration paid for such Permitted Acquisition, and (z) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of the respective Permitted Acquisition; and
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 10,000,000 in the aggregate for any fiscal year of the Borrower;
Borrower if consideration received from such Disposition is no less than fair market value of such assets (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 as determined 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 good faith 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(iiBorrower) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for which at least 75% is received in cash consideration (excluding, in at the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result closing of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted 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 sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause clauses (ii)(A) and (ii) 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 Restricted 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 sales of any Related Eligible Securitization Assets in Securitizations, provided that (i) in connection with each such Securitization is effected on market terms as reasonably determined by the AESOP Financing Program or management of the Centre Point Financing Program, Borrower and (ii) to the aggregate amount of Third Party Interests in respect of all such Securitizations does not exceed $300,000,000 at any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednesstime outstanding;
(f) a sale-leaseback by the sale Borrower or any Restricted Subsidiary of the Budget Truck Division fixed assets for fair market value as determined in a transaction not otherwise prohibited hereunder, provided that (x) such assets were first acquired by the board Borrower or any Restricted Subsidiary no earlier than 180 days prior to the date of directors such sale-leaseback and (y) the fair market value of assets Disposed of pursuant to this paragraph (f) shall not exceed $10,000,000 in the Borroweraggregate in any fiscal year;
(g) the Disposition payment of other property having a fair market value not cash dividends to exceed $1,000,000,000 in the aggregate for any fiscal year holders of the Borrower’s outstanding Capital Stock and the payment of cash dividends to the holders of any Restricted Subsidiary’s outstanding Capital Stock on a pro rata basis;
(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 and marketable securities for a purchase price that is not less than fair market value of the Investments being sold in connection with the cash management operations of the Borrower and the Restricted Subsidiaries in the ordinary course of business;
(li) the abandonment, termination sale or other disposition issuance of Intellectual Property the Borrower’s or leasehold properties in any Restricted Subsidiary’s Capital Stock under compensation arrangements and employee benefits plans approved by the ordinary course board of business; and
(m) dispositions, discounts directors of the Borrower or forgiveness of accounts receivable in connection with the collection or compromise thereofsuch Restricted Subsidiary;
(nj) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions property by the Borrower or any of its Subsidiaries of any Foreign Restricted 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any Subsidiary Guarantor;
(k) Dispositions of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or property by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Restricted Subsidiary that is no longer not a Subsidiary as Guarantor to any other Restricted Subsidiary that is not a result Subsidiary Guarantor; and
(l) the Disposition of other property, provided that, at the time of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one fair market value of the types property so Disposed, together with the fair market value of Dispositions described in all other property Disposed under this Section 7.5(l) during such fiscal year of the clauses aboveBorrower, shall not exceed 25% of Consolidated Tangible Assets (determined as of the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauselast day of the immediately preceding fiscal quarter for which financial statements have been delivered pursuant to Section 6.1).
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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 SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions 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 Dispositions of inventory Inventory in the ordinary course of businessbusiness and consistent with past practice;
(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 the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, or (ii) for fair market value in connection with any transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money, cash or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale licensing of Patents, Trademarks, Copyrights and other Intellectual Property rights in the ordinary course of business and that does not materially interfere with the ordinary course of business of the Budget Truck Division for fair market value as determined by the board of directors of the BorrowerLoan Parties;
(g) the Disposition of property (i) by any Loan Party to any other Loan Party, and (ii) by any Subsidiary that is not a Loan Party to any other Group Member;
(h) Dispositions of property subject to a Casualty Event in good faith on an arm’s length basis; provided, that Net Cash Proceeds of such Dispositions shall be reinvested or applied to prepay Loans to the extent required pursuant to Section 2.10(c);
(i) leases or subleases of real property or equipment on an arm’s length basis for fair market value;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof, other than pursuant to clause (m) below;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions made on an arm’s length basis for fair market value of other property having a an aggregate fair market value not to exceed (i) $1,000,000,000 25,000,000 in the aggregate for in any fiscal year of the Borrower;
Borrower or (hii) $50,000,000 in the aggregate during the term of the Facilities; provided that, at the time of any such Disposition made in reliance on this clause (l), no Event of Default shall have occurred and be continuing or would result from any such Disposition; provided, further, that Net Cash Proceeds of such Dispositions listed on Schedule 7.5(hshall be reinvested or applied to prepay Loans to the extent required pursuant to Section 2.10(c);
(im) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property Accounts in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions not to exceed $5,000,000 on an annual basis, pursuant to supply chain finance 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 thereofreceivables finance arrangements;
(n) Dispositions of non-core assets acquired in connection with an Investment payments permitted under Section 7.6, Investments permitted under Section 7.7, including a Specified Transactionand Liens permitted under Section 7.3;
(o) Dispositions by of equipment or real property on an arm’s length basis to the Borrower extent that (i) such property is exchanged for credit against the purchase price of property used or any of its Subsidiaries useful in the business of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of Group Member or (ii) the Capital Stock proceeds of such other Foreign Subsidiary (or any parent company Disposition are reasonably promptly applied to the purchase price of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9property;
(p) Dispositions any Foreign Subsidiary of minority interests the Borrower may sell or Dispose of Equity Interests in joint venturessuch Subsidiary to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries;
(q) each Group Member may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business and to the extent such surrender or waiver could not reasonably be expected to result in a Material Adverse Effect;
(r) to the extent constituting a Disposition, the issuance by the Borrower of its Equity Interests, so long as no Change of Control would result;
(s) [Intentionally Omitted]; and
(qt) Dispositions made on or after the Closing Date by any Disposition of Loan Party to any Subsidiary (including any Foreign Subsidiary and Subsidiary) that is not a Loan Party; provided that no Disposition made at any holding company formed time in connection with reliance on this clause (t) shall cause the Avis Europe Acquisition Foreign Investment Limit in effect at such time to be exceeded. Notwithstanding the foregoing or any provision to the Borrower or contrary in any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of Loan Document, no Disposition made at any time in reliance on this Section 7.5 shall be made for fair value and cause the Foreign Investment Limit in the case of any effect at such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed time to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)exceeded.
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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 damaged, obsolete, worn out or surplus 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 and equipment held for sale in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(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 GuarantorLoan Party;
(e) Dispositions leases, subleases and licenses of any Related Eligible Assets (i) customer-operated stores in connection the ordinary course of business consistent 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 Indebtednesspast practice;
(f) the sale of Disposition, after the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition Closing Date, of other property having a fair market value not to exceed $1,000,000,000 30,000,000 in the aggregate for any fiscal year of the Borrower, provided that at least 75% of the consideration therefor shall consist of cash or cash equivalents;
(g) the sale of Investments permitted pursuant to Section 8.8(b) and Dispositions to effect Investments permitted pursuant to Section 8.8(g);
(h) any Recovery Event; provided, that the Dispositions listed on Schedule 7.5(h)requirements of Section 4.2(b) are complied with in connection therewith;
(i) Dispositions sales or discounts of properties subject to condemnation, eminent domain receivables in the ordinary course of business in connection with the compromise or takingcollection thereof;
(j) leases, subleases, licenses and sublicenses cancellation of real any Indebtedness constituting an Investment in a Loan Party permitted pursuant to Section 8.8 if Capital Stock of such Loan Party is issued in substitution therefor or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;repayment thereof; and
(k) dispositions or use Sale and Leaseback Transactions 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 “Store Properties” 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 such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types Subsidiary Guarantors pursuant the New Albertson’s Acquisition and listed on Schedule I to the Second Amendment; provided that the fair market value of Dispositions described all such Property Disposed of pursuant to this Section 8.5(k) shall not exceed $15,000,000 in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)aggregate.
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