Dispositions Clause Samples
The 'Dispositions' clause outlines how certain rights, assets, or interests may be transferred, assigned, or otherwise dealt with under the agreement. Typically, this clause specifies the conditions under which a party can sell, assign, or otherwise dispose of their contractual rights or obligations, and may require prior written consent from the other party or set out exceptions for specific scenarios. Its core practical function is to control and clarify the process for transferring interests, thereby preventing unauthorized or undesirable changes in the parties involved or the subject matter of the contract.
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Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment 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;
(d) Dispositions of property by the Borrower or any Restricted Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, the transferee thereof must be a Loan Party;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed the greater of (i) $100,000,000 and (ii) 3% of Consolidated Net Tangible Assets; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable;
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f); and
(i) Dispositions of Equity Interests of Unrestri...
Dispositions. Convey, sell, lease, license, transfer or otherwise dispose of (collectively, to “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, or move cash balances on deposit with Bank to accounts opened at another financial institution, other than Permitted Transfers.
Dispositions. Make any Disposition or enter into any agreement to make any Disposition (including the sale of any Equity Interests of any Subsidiary or Excluded Subsidiary), except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, provided that the aggregate fair market value of all property so disposed of in reliance on this clause (a) shall not exceed (i) $10,000,000 in any fiscal year and (ii) $25,000,000 from and after the Closing Date;
(b) Dispositions of inventory in the ordinary course of business;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(i) Dispositions of property by the Borrower or any Subsidiary to the Borrower or to a Guarantor, (ii) Dispositions by the Borrower or any Subsidiary to an Excluded Subsidiary that is a Domestic Subsidiary (other than Paradise Bakery), (iii) Dispositions by the Borrower or any Subsidiary to a Foreign Subsidiary so long as, if such Disposition were deemed an Investment, such transaction is permitted by Section 7.02(c)(iv), and (iv) Dispositions by the Borrower or any Subsidiary to a Domestic Subsidiary that is not wholly owned and is not a Guarantor;
(e) Dispositions permitted by Section 7.02 and Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $25,000,000 from and after the Closing Date;
(g) exclusive or non-exclusive licenses of IP Rights among the Borrower and its Subsidiaries and non-exclusive licenses of IP Rights to third parties in the ordinary course of business and substantially consistent with past practice;
(h) So long as no Default or Event of Default shall exist or would result from such Disposition, Dispositions of any Unit to a present or future franchisee of the Borrower or any Subsidiary subject to franchise and royalty arrangements entered into on an arm’s length basis;
(i) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default or Event of Default shall exist or would result from such Disposition and (ii) the aggregate book value of all p...
Dispositions. Sell, lease, license or otherwise dispose of or encumber any of its properties or assets which are material, individually or in the aggregate, to its business, taken as a whole, except in the ordinary course of business consistent with past practice;
Dispositions. (a) Make any Disposition or enter into any agreement to make any Disposition, except:
(i) Dispositions of obsolete or worn out property or assets (or property or assets no longer useful in the business of the relevant Person) in the ordinary course of business and leases or subleases of unused office or other space entered into by the MLP, the Issuer or any Restricted Subsidiary on an arms-length basis and in the ordinary course of business;
(ii) Dispositions of inventory in the ordinary course of business;
(iii) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reinvested within 365 days in assets to be used in the business of the Issuer or its Restricted Subsidiaries;
(iv) Dispositions of property by the Issuer or any Restricted Subsidiary to the MLP, to the Issuer or to a Wholly Owned Restricted Subsidiary;
(v) Dispositions of any receivables and related rights pursuant to any Alternate Program so long as immediately before and immediately after giving effect to such Disposition the MLP and any Subsidiaries parties thereto are in compliance with Section 10.12 through Section 10.14, determined on a pro forma basis as of the most recent Quarter-End Date for which financial statements have been delivered pursuant to Section 7.1(a) or Section 7.1(b);
(vi) the making or Disposition of Investments which are permitted under Section 10.2 and are made after the date of this Agreement;
(vii) Dispositions of property or assets by the Issuer or a Restricted Subsidiary other than WIC to the Issuer or a Restricted Subsidiary, or to a Business Entity that after giving effect to such Disposition will become a Restricted Subsidiary in which the MLP’s direct or indirect Equity Interest will be at least as great as its direct or indirect Equity Interests in the transferor immediately prior to such Disposition;
(viii) Dispositions constituting licenses of intellectual property in the ordinary course of business;
(ix) Dispositions of cash or cash equivalents;
(x) Dispositions of Indebtedness or instruments or other obligations that are received as consideration for any Disposition of property or assets permitted by this Section 10.5;
(xi) Dispositions of investments (including Equity Interests and Indebtedness or instruments or other obligations) that are received in connection with the bankruptcy or reorganization of ...
Dispositions. Make any Disposition except:
(a) Permitted Transfers;
(b) Dispositions of machinery and equipment no longer used or useful in the conduct of business of the Borrower and its Subsidiaries that are Disposed of in the ordinary course of business;
(c) Dispositions of the Equity Interests of Foreign Subsidiaries directly owned by the Loan Parties to Silicon Laboratories International Pte. Ltd. or its Subsidiaries;
(d) Dispositions consisting of Investments in joint ventures permitted by Section 8.02; and
(e) other Dispositions so long as (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of (other than any single Disposition or series of related Dispositions to the extent the fair market value of the assets subject to such Disposition is less than $25,000,000) , (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.15, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, and (v) the aggregate book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions shall not exceed (x) in any fiscal year of the Borrower, 10% of Consolidated Total Assets (as determined as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered); provided that, the Borrower, at its election, may increase such 10% basket to 20% of Consolidated Total Assets for any one fiscal year; provided further, during such fiscal year, with respect to any Disposition of assets that account for more than 10% of Consolidated EBITDA, the Borrower shall demonstrate compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis after giving effect to any such Disposition and (y) during the term of this Agreement, 40% of Consolidated Total Assets (as determined as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered).
Dispositions. Convey, sell, lease, transfer or otherwise dispose of (collectively "Transfer"), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, other than Transfers (i) of Inventory in the ordinary course of business; (ii) of non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; or (iii) of worn-out or obsolete Equipment.
Dispositions. Within one Business Day after the date of receipt by any Loan Party or any of its Domestic Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of Real Property of any Loan Party or any of its Domestic Subsidiaries (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof) during a Cash Dominion Period, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds received by such Person in connection with such sales or dispositions; provided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Loan Party or its Domestic Subsidiary, as applicable, completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party’s Domestic Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Loan Party nor any of its Domestic Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $5,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(iii) shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.
Dispositions. Sell, transfer, mortgage, encumber or otherwise dispose of or discontinue any of its assets, deposits, business or properties except in the ordinary course of business consistent with past practice and in a transaction that, together with all other such transactions, is not material to the Company and its Subsidiaries taken as a whole.
Dispositions. The Parent REIT and the Company will not make any Disposition of any assets or property, except:
(a) Dispositions in the ordinary course of business (other than those Dispositions permitted under clause (b) of this Section 10.7), so long as (i) no Default or Event of Default shall exist immediately before or immediately after such Disposition, and (ii) the Company Parties will be in compliance, on a Pro Forma Basis following such Disposition, with the covenants set forth in Section 10.6 of this Agreement as demonstrated by a compliance certificate with supporting calculations delivered to the Required Holders on or prior to the date of such Disposition showing the effect of such Disposition;
(b) Any of the following:
(i) Dispositions of obsolete, surplus or worn out property or other property not necessary for operations, whether now owned or hereafter acquired, in the ordinary course of business and for no less than fair market value;
(ii) Dispositions of equipment or real property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, in each case in the ordinary course of business and for no less than fair market value;
(iii) Dispositions of inventory and Investments of the type described in Sections 10.9(b) and (c) in the ordinary course of business;
(iv) leases of Real Property (other than any Unencumbered Borrowing Base Property) and personal property assets related thereto to any TRS; and
(v) in order to resolve disputes that occur in the ordinary course of business, the Company and any Subsidiary of the Company may discount or otherwise compromise, for less than the face value thereof, notes or accounts receivable;
(c) Dispositions of property by the Company or any Guarantor to the Company or to another Note Party;
(d) Dispositions pursuant to Section 10.2, and
(e) Any other Disposition approved in writing by the Required Holders. Notwithstanding the foregoing provisions of this Section 10.7, neither the Company nor any Guarantor shall sell or make any other Disposition of assets or property that will have the effect of causing the Company or any Guarantor to become liable under any tax protection or tax sharing agreement if the amount of such liability would exceed an amount equal to one percent (1%) of the total assets of the Company or any Guarantor without th...