Limitation on Disposition of Property Clause Samples
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Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), 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) cash, Cash Equivalents or Investment Grade Securities or (ii) other Property that the Company (or any Restricted Subsidiary of the Company) reasonably determines is no longer used or useful in its business, has become obsolete, damaged or surplus or is replaced in the ordinary course of business, including the lease or sublease of excess or unneeded real property not constituting a sale and leaseback;
(b) the sale of inventory in the ordinary course of business;
(c) Dispositions permitted by Section 7.04(b); provided that promptly after any such Disposition of any Property to the Company or a Subsidiary Guarantor, all actions reasonably required by the Collateral Agent shall be taken to insure the perfection and priority of the Liens created by the Security Documents on such Property;
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Company or any Subsidiary Guarantor or in the case of any Restricted Subsidiary that is not a Subsidiary Guarantor, to any other Restricted Subsidiary;
(e) Dispositions from (i) the Company or a Subsidiary Guarantor to the Company or another Subsidiary Guarantor; provided that promptly after any such Disposition, all actions reasonably requested by the Collateral Agent shall be taken to insure the continued perfection and priority of the Liens created by the Security Documents on such Property and assets, (ii) from a Restricted Subsidiary that is not a Subsidiary Guarantor to the Company or any other Restricted Subsidiary or (iii) from a Loan Party to a Restricted Subsidiary that is not a Loan Party;
(f) discounts, adjustments or forgiveness of accounts receivable and other contract claims in the ordinary course of business or in connection with collection or compromise thereof;
(g) subject to the proviso below, unlimited Dispositions for Fair Market Value;
(h) any Recovery Event;
(i) Dispositions resulting from any taking or condemnation of any property of the Company or any of its Restricted Subsidiaries;
(j) Sale and Lease-Back Transactions permitted under Section 7.10;
(k) to the extent constituting Dispositions, Investments permitted under Section 7.07 and Restricted Payments permitted under ...
Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), 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 obsolete or worn out property in the ordinary course of business or consistent with past practice;
(b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practice;
(c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii));
(d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary;
(e) [reserved];
(f) the Disposition of cash or Cash Equivalents or investment grade securities;
(i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property;
(h) the lease, sublease, license or sublicense of property as described in Section 6.3(i);
(i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice;
(j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsid...
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, except:
(a) the Disposition of obsolete or worn out property in the ordinary course of business;
(b) the sale of inventory in the ordinary course of business;
(c) Dispositions permitted by Sections 6.03(c) and (d);
(d) any Recovery Event, provided, that the requirements of Section 2.11(c) are complied with in connection therewith;
(e) each of the Company and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction;
(f) the Scheduled Dispositions, so long as (i) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value therefor, (ii) the consideration received by the Company or its relevant Subsidiary consists solely of cash and is paid at the time of the closing of such sale, and (iii) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c);
(g) Permitted Sale-Leaseback Transactions permitted by Section 6.10;
(h) the Disposition of other assets (other than the Capital Stock of any Wholly-Owned Subsidiary, unless all of the Capital Stock of such Wholly-Owned Subsidiary is sold in accordance with this clause (i)) having a Fair Market Value not to exceed 5% of Consolidated Total Assets (calculated as of the most recent fiscal period for which financial statements have been delivered pursuant to Section 5.01) in the aggregate for any fiscal year of the Company, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value, (iii) the consideration is paid at the time of the closing of such Disposition, and (iv) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c);
(i) the Company or any Subsidiary may (i) sell or pledge Permitted Receivables Facility Assets pursuant to Permitted Receivables Facilities and (ii) may sell accounts receivable and notes receivable pursuant to Permitted Factoring Transactions in an aggregate face amount not to exceed, ...
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), 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 (other than to the Borrower or to a Subsidiary Guarantor), except:
(a) the Disposition of (x) Property having an aggregate fair market value of $1,000,000 or less in any Disposition or series of related Dispositions, (y) obsolete, damaged or worn out Property or (z) Property (including the closure of sales offices and branches) that has otherwise become unsuitable for use, or commercially unnecessary, in connection with the business of the Borrower or any of its Subsidiaries in the ordinary course of business;
(b) the sale of the Borrower’s or such Subsidiary’s primary products and services in the ordinary course of business;
(c) Dispositions permitted by Section 7.4;
(d) the sale or issuance of (i) any Subsidiary’s Capital Stock to the Borrower or any Subsidiary (so long as the percentage ownership by the Borrower and the Subsidiary Guarantors of such Subsidiary’s Capital Stock shall not be reduced due to such sale or issuance) or (ii) to the extent not resulting in a Change of Control, the Borrower’s Capital Stock;
(e) other Dispositions to the extent that the aggregate Net Cash Proceeds received from all such Dispositions permitted by this clause (e) shall not exceed $30,000,000 in the aggregate during the term of this Agreement; provided that (i) each such Disposition shall be in an amount at least equal to the fair market value thereof and for proceeds consisting of at least 75% cash (with the assumption of Indebtedness (other than Indebtedness subordinated in right of payment to any of the Obligations or to any of the obligations of any Guarantor under Section 2 of the Guaranty and Collateral Agreement) and the sale for cash within thirty (30) days of receipt of securities received counted as cash) and (ii) the Net Cash Proceeds of any such sale are applied as required by Section 2.12;
(f) any Recovery Event, provided that the requirements of Section 2.12 are complied with in connection therewith;
(g) a Disposition of assets between or among the Borrower and any Subsidiary Guarantor or by any Subsidiary to the Borrower or any Subsidiary Guarantor or among any Subsidiaries that are not Guarantors;
(h) the sale or other Disposition of cash or Cash Equivalents in the ordinary course of business;
(i) the lic...
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), 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 obsolete, worn out or surplus property in the ordinary course of business;
(b) the sale of inventory, the sale or lease of equipment and the license of Intellectual Property, in each case in the ordinary course of business;
(c) Dispositions permitted by Section 7.4(b);
(d) the sale or issuance of any Subsidiary's Capital Stock to any of the Borrowers or any Subsidiary Guarantor;
(e) Restricted Payments permitted under Section 7.6;
(f) Dispositions of Cash Equivalents, provided that the aggregate consideration received therefor is at least equal to the aggregate fair market value of the Cash Equivalents so Disposed of;
(g) any Asset Swap, provided that (i) no Default or Event of Default shall exist and be continuing or result therefrom, (ii) if and to the extent that the Borrowers and their Subsidiaries receive consideration for the cable television system or systems (or portions thereof) and related assets transferred by them in connection with such Asset Swap that is in addition to the cable television systems (or portions thereof) and related assets received upon Disposition thereof, such Asset Swap shall be deemed to be a Disposition of assets and shall be permitted only if the provisions of Sections 7.5(h) and 2.11(b) shall be complied with in connection therewith and (iii) the aggregate book value of assets Disposed of pursuant to Asset Swaps shall not exceed (x) prior to the first anniversary of the Closing Date, 15% or (y) thereafter, 25% of the aggregate book value of the combined consolidated total assets of the Borrowers and their Subsidiaries as reflected in the Pro Forma Balance Sheet;
(h) the Disposition of other assets having a book value, when added to (i) amounts deemed to be Dispositions pursuant to Section 7.5(g), (ii) if the equity interests in any Borrower are sold in a transaction described in the proviso to Section 8(k), an amount equal to the aggregate book value of the assets of such Borrower at the time of such sale and (iii) the aggregate book value of assets disposed of pursuant to transactions permitted by Section 7.4(d), not to exceed in the aggregate (x) prior to the first anniversary of the Closing Date, $15,000,000 or (y) thereafter, $25,000,000; ...
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, except:
(a) the Disposition of obsolete or worn out property in the ordinary course of business;
(b) the sale of inventory in the ordinary course of business;
(c) Dispositions permitted by Sections 6.03(a), (b), (c), (d), (f) and (g) and Investments permitted by Section 6.07(f);
(d) any Recovery Event, provided, that the requirements of Section 2.11(c) are complied with in connection therewith;
(e) each of the Company and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction;
(f) the Scheduled Dispositions, so long as (i) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value therefor, (ii) the consideration received by the Company or its relevant Subsidiary consists solely of cash and is paid at the time of the closing of such sale, and (iii) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c);
(g) Permitted Sale-Leaseback Transactions permitted by Section 6.10;
(h) the Disposition of other assets (other than the Capital Stock of any Wholly Owned Subsidiary, unless all of the Capital Stock of such Wholly Owned Subsidiary is sold in accordance with this clause (h)) having a Fair Market Value not to exceed 5% of Consolidated Total Assets (calculated as of the most recent fiscal period for which financial statements have been delivered pursuant to Section 5.01) in the aggregate for any fiscal year of the Company, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value, (iii) the consideration is paid at the time of the closing of such Disposition, and (iv) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c);
(i) the Company or any Subsidiary may (i) sell or pledge Permitted Receivables Facility Assets pursuant to Permitted Receivables Facilities and (ii) may sell accounts receivable and notes receivable pursuant to Permitted F...
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), 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 obsolete or worn out property in the ordinary course of business;
(b) the sale of inventory and the Disposition of cash and Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by Section 6.4;
(d) the sale or issuance of any Subsidiary’s Capital Stock to (i) the Borrower or any Subsidiary Guarantor or (ii) a Subsidiary that is not a Subsidiary Guarantor to the extent permitted by Section 6.8;
(e) the Disposition of other assets in any fiscal year of the Borrower that contributed, in the aggregate, not more than 20% of Consolidated EBITDA for the prior fiscal year; provided that in the case of each such Disposition, the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.1 after giving effect to such Disposition (determined on the assumption that such Disposition and the repayment of any Indebtedness resulting therefrom had occurred on the first day of the relevant period measured by such covenants);
(f) any Disposition constituting a Recovery Event; and
(g) Dispositions of Intellectual Property that in the exercise of its reasonable business judgment, the Borrower has determined are not of material value to the business of the Borrower and its Subsidiaries, taken as a whole.
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), 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 obsolete or worn out property or surplus property in the ordinary course of business;
(b) the sale of inventory in the ordinary course of business;
(c) Dispositions permitted by Sections 7.4(b), (c) and (d);
(d) the sale or issuance of the Capital Stock of any Subsidiary of an Applicable Party to such Applicable Party, any Subsidiary Guarantor or any Mortgage/Mezzanine Borrower;
(e) the Disposition of other assets (other than the Affiliate Revolving Notes, the Secured Guarantor Notes, the Affiliate Borrower Loan Documents and the Subordinated Affiliate Notes Payable), provided that, (i) such Disposition is at fair market value, as reasonably determined by the ASOT Group Member making such Disposition, (ii) such Disposition shall not result in a Material Adverse Effect, (iii) at the time of such Disposition, a certificate of a Responsible Officer shall have been delivered to the Administrative Agent, which shall include (A) a computation demonstrating pro forma compliance with the covenants contained in Section 7.1(b) after giving effect to such Disposition and (B) a certification that no Default or Event of Default shall have occurred and be continuing at such time or after giving effect to such Disposition and (iv) the requirements of Section 2.12(c) are complied with in connection therewith, to the extent necessary;
(f) any Recovery Event, provided, that the requirements of Section 2.12(c) are complied with in connection therewith;
(g) Permitted Leases;
(h) Investments permitted by Section 7.8;
(i) Asset Sales pursuant to “forced-sale,” “buy-sell,” “put-call” or similar arrangements in joint venture agreements of the Joint Ventures in effect on the date hereof;
(j) licenses of Intellectual Property in the ordinary course of business;
(k) Dispositions, by means of trade-in, of equipment used in the ordinary course of business, so long as such equipment is replaced or substituted, substantially concurrently, by like-equipment;
(l) the sale or issuance of the Capital Stock of Holdings I Corp, Holdings I, Holdings II, the Principal Guarantor, Secured Note LLC or OC/SD JV Holdings LLC to any Person; provided that, if such Person is not a Parent/Affiliate Guarantor on the date of su...
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), 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 obsolete or worn out property in the ordinary course of business;
(b) the sale of inventory in the ordinary course of business;
(c) Dispositions permitted by Section 6.4(b);
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor;
(e) the Disposition of other assets in any fiscal year of the Borrower that contributed, in the aggregate, not more than 20% of Consolidated EBITDA for the prior fiscal year; provided that (i) in the case of each such Disposition, the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.1 after giving effect to such Disposition (determined on the assumption that such Disposition and the repayment of any Indebtedness resulting therefrom had occurred on the first day of the relevant period measured by such covenants) and (ii) in the case of any such Disposition yielding net cash proceeds of $1,000,000 or more, the Administrative Agent shall have received a certificate of a Responsible Officer to the effect set forth in the foregoing clause (i) and showing calculations thereof; and
(f) any Disposition constituting a Recovery Event.
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), 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) Dispositions of cash and Cash Equivalents in connection with any transactions not otherwise prohibited by the Loan Documents;
(b) leases and subleases of assets, as lessor or sublessor (as the case may be), in the ordinary course of business;
(c) that any Group Member may sell, transfer, or dispose of its assets to a Loan Party; and
(d) other Dispositions by the Borrower and its Subsidiaries; provided that (x) after giving effect thereto, the Borrower is in pro forma compliance with each of the financial covenants set forth in this Agreement (including the financial covenants under Section 7.1), and (y) no Default or Event of Default exists at the time of such Disposition or would result therefrom.