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 license or sublicense of Intellectual Property in the ordinary course of business; (j) any lease, license, sublease or sublicense of any property in ordinary course; provided that the requirements of Section 7.3 are complied with in connection therewith; and (k) the write-off, discount sale or other Disposition of defaulted or past due receivables and similar obligations.
Appears in 1 contract
Sources: Credit Agreement (Local Insight Yellow Pages, Inc.)
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 's Capital Stock to any Person (other than to the Borrower or to a Subsidiary Guarantor)Person, 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 obsolete 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 property in the ordinary course of business, including the Disposition, in the ordinary course of business and as a part of customary practices of replacing Vehicles with newer Vehicles from time to time;
(b) the sale of the Borrower’s or such Subsidiary’s primary products and services inventory in the ordinary course of business;
(c) Dispositions permitted by Section 7.46.4;
(d) the sale or issuance of (i) any Subsidiary’s '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 StockGuarantor;
(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 any assets or property of (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 Guarantor, (ii) any Foreign Subsidiary of the Borrower to another Foreign Subsidiary of the Borrower, (iii) any Finance Company to another Finance Company and (iv) any Insurance Company to another Insurance Company;
(f) Dispositions of Cash Equivalents;
(g) any Restricted Payment that is permitted by Section 6.6 or among any Subsidiaries Investment that are not Guarantorsis permitted by Section 6.8;
(h) the sale or issuance of directors' qualifying shares or shares or Investments required by any Requirement of Law to be held by a Person other Disposition of cash than the Borrower or Cash Equivalents in the ordinary course of businessa Subsidiary Guarantor;
(i) the license or sublicense grant of Intellectual Property in the ordinary course of businessa Lien that is permitted by Section 6.3;
(j) any lease, license, sublease or sublicense non-recourse sales of any property receivables generated in ordinary course; provided that the requirements of Section 7.3 are complied with United Kingdom in connection therewithwith working capital facilities permitted under Section 6.2;
(k) Dispositions of assets listed on Schedule 6.5(k);
(l) Dispositions of assets that are not subject to a Lien in favor of the Administrative Agent (other than real property located in the United States and Intellectual Property);
(m) Dispositions of assets that are not included in the Borrowing Base (other than Dispositions permitted under clauses (k) and (l) above and Intellectual Property) having a fair market value not to exceed $7,500,000 in the aggregate for any fiscal year of the Borrower; and
(kn) Dispositions of other assets that are included in the write-off, discount sale or other Disposition of defaulted or past due receivables and similar obligationsBorrowing Base.
Appears in 1 contract
Sources: Credit Agreement (Anc Rental Corp)
Limitation on Disposition of Property. Dispose of any Property (other than Cash or Cash Equivalents) of Borrower or any of its Property Restricted Subsidiaries (including, without limitation, including receivables and leasehold interests), whether now owned or hereafter acquired, orincluding, in the case of any Restricted Subsidiary, issue issuing or sell selling any shares of such Restricted Subsidiary’s Capital Stock to any Person (other than Person, except for, subject to compliance with the Borrower or to a Subsidiary Guarantor), except:requirements of Section 2.13(a):
(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 obsolete 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 property in the ordinary course of business;
(bi) leases, subleases and concessions of interests in real and personal property, (ii) the sale of the Borrower’s or such Subsidiary’s primary products inventory and services (iii) licenses of intellectual property, in each case in the ordinary course of business;
(c) Dispositions permitted by Section 7.46.4 (other than Section 6.4(b)(ii));
(d) the sale or issuance of (i) any Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor, (so long as the percentage ownership by the Borrower and the Subsidiary Guarantors of such ii) any Foreign Subsidiary’s Capital Stock shall not be reduced due to such sale or issuanceanother Foreign Subsidiary, and (iii) or any UA Subsidiary’s (iiother than a UA First-Tier Subsidiary) Capital Stock to the extent not resulting in a Change of Control, the Borrower’s Capital Stockanother UA Subsidiary;
(e) Dispositions by Borrower or any of its Restricted Subsidiaries of other Dispositions assets having a fair market value not to the extent that the aggregate Net Cash Proceeds received from all such Dispositions permitted by this clause (e) shall not exceed $30,000,000 200,000,000 in the aggregate during for any Fiscal Year (commencing on the term of this Agreement; provided that (i) each such Disposition shall be in an amount at least equal Closing Date, with respect 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 2.122015 Fiscal Year);
(f) any Recovery Event, provided that the requirements of Section 2.12 are complied with in connection therewith;
(g) an exchange or “swap” of fixed, tangible assets of any Restricted Subsidiary for the assets of a Disposition Person other than Borrower or its Restricted Subsidiaries; provided that, (i) the assets received by Borrower or such Restricted Subsidiary will be used or useful in its respective Line of assets between Business, and (ii) Borrower or among the Borrower and any such Restricted Subsidiary Guarantor or by any Subsidiary receives reasonable equivalent value for such assets, such equivalent value to be demonstrated to the Borrower reasonable satisfaction of Administrative Agent (or, in the case of an exchange or “swap” with a non-Affiliate of any Subsidiary Guarantor Loan Party, as determined by the board of directors of the applicable Restricted Subsidiary); provided further that, the fair market value of all such assets exchanged or among “swapped” in any Subsidiaries that are Fiscal Year (commencing on the Closing Date, with respect to the 2015 Fiscal Year) does not Guarantorsexceed $100,000,000 in any such period;
(h) the sale Dispositions permitted under Section 6.8(j), (m), (q) or 6.11 with consideration payable in other Disposition of cash than Cash or Cash Equivalents being determined according to the fair market value thereof. For purposes of this Section 6.5(h) the fair market value of any disposed assets other than Cash or Cash Equivalents (i) shall, if such fair market value is less than $25,000,000, be as determined by the board of directors of Borrower, and (ii) shall, if such fair market value is $25,000,000 or more, be determined according to an opinion or valuation with respect to the fair market value of such assets from an independent investment banking firm, appraisal or valuation firm, in each case of national reputation in the ordinary course United States, which opinion shall have been obtained and delivered to Administrative Agent not later than 30 days after the consummation of business;such disposition; provided, however, that in the case of any (A) assets disposed of within 30 days following the acquisition of such assets by Borrower or its Restricted Subsidiaries from a third party that is not an Affiliate in an arm’s-length transaction or (B) securities disposed that, at the time of disposition, are quoted on a national securities exchange, the requirements of the immediately preceding clauses (i) and (ii) shall not apply and the fair market value of the disposed assets shall be deemed, in the case of clause (A), to be the amount paid for such assets by Borrower or its Restricted Subsidiaries and in the case of clause (B), to be the amount determined according to the closing price of such securities on the applicable exchange as of the date of disposition; and
(i) the license or sublicense Dispositions of Intellectual Property in the ordinary course of business;
(j) any lease, license, sublease or sublicense of any property in ordinary course; provided that the requirements of Section 7.3 are complied with in connection therewith; and
(k) the write-off, discount sale or other Disposition of defaulted or past due receivables and similar obligationsExcluded NCM Equity Interests.
Appears in 1 contract
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 's Capital Stock to any Person (other than to the Borrower or to a Subsidiary Guarantor)Person, 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 surplus property in the ordinary course of business;
(b) the sale or lease of the Borrower’s inventory or such Subsidiary’s primary products and services equipment in the ordinary course of business;
(c) Dispositions permitted by Section 7.4the sale or discount, in each case without recourse, of Accounts Receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof to the extent not transferred in connection with any Permitted Receivables Financing;
(d) the sale or exchange of specific items of equipment for replacement items of equipment in the ordinary course of business which are the functional equivalent of the item of equipment so exchanged;
(e) Dispositions permitted by Section 7.4(a) or (b);
(f) the sale or issuance of (i) any Subsidiary’s 's Capital Stock to the Borrower or any Subsidiary (so long as the percentage ownership by of the Borrower and to Holdings or (i) in the case of a Wholly Owned Subsidiary, to the Subsidiary Guarantors which owns the remainder of such Subsidiary’s 's Capital Stock shall not be reduced due to such sale or issuance) or and (ii) in the case of a Subsidiary that is not a Wholly Owned Subsidiary, pro rata to the extent not resulting in a Change holders of Control, the Borrower’s Capital StockStock of --- ---- such Subsidiary;
(eg) the Disposition of other Dispositions assets having a fair market value not to the extent that the aggregate Net Cash Proceeds received from all such Dispositions permitted by this clause (e) shall not exceed $30,000,000 500,000 in the aggregate during for any fiscal year of the term of this Agreement; provided Borrower;
(h) any Disposition or Recovery Event, provided, that (i) each such Disposition shall be the -------- requirements of Section 2.12(b) are complied with 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) connection therewith and (ii) the Net Cash Proceeds aggregate amount of all such Dispositions in any fiscal year of the Borrower shall not exceed $5,000,000;
(i) Dispositions of assets sold pursuant to a Sale/Leaseback Transaction permitted under Section 7.11;
(j) Dispositions of non-core assets acquired pursuant to Acquisitions or Subsidiary Acquisitions permitted under Section 7.8(i);
(k) Dispositions of all or any portion of the Capital Stock or assets of any Foreign Subsidiary;
(l) Dispositions (i) in connection with the Ripon Transition and (ii) of the Capital Stock of, or all or any portion of the assets of, ALSA;
(m) Dispositions by Holdings to the Borrower pursuant to the Capital Contribution;
(n) sales and transfers of Receivables, equipment loans and related assets (including contract rights) by the Borrower and its Subsidiaries (including the Securitization Entities) in connection with the Initial Receivables Facility or any other Permitted Receivables Financing pursuant to the applicable Securitization Documentation, provided, that (i) the -------- principal amount of cash and the purchase money notes received as consideration in any such sale or transfer (when aggregated with the cash and purchase money notes received as consideration upon all such other sales of Receivables, equipment loans and related assets during the ninety days preceding such sale or transfer) is at least equal to 75% of the aggregate face amount of all Receivables so sold or transferred on such day and during the ninety preceding days, (ii) the Borrower and its Subsidiaries may only receive such purchase money notes to the extent such purchase money notes are issuable pursuant to the Securitization Documentation for the Initial Receivables Facility as in effect on the date hereof and (iii) in the event that an "Event of Default" occurs in respect of the Borrower under Section 8(k) of the Loan and Security Agreement, dated as of May 5, 1998, among Alliance Laundry Receivables Warehouse LLC, the financial institutions party thereto as lenders, and ▇▇▇▇▇▇ Commercial Paper Inc., as agent for such lenders, or any successor or similar provision in any other Securitization Documentation with respect to any Permitted Receivables Financing, the consideration for any such sale or transfer during the continuation of any such Event of Default shall include cash at least equal to 75% of the face amount of any Receivable sold pursuant to any such sale are applied as required or transfer unless otherwise approved by Section 2.12the Administrative Agent;
(fo) any Recovery Event, provided that the requirements of Restricted Payments permitted under Section 2.12 are complied with in connection therewith7.6;
(gp) a Disposition leases and licenses of assets between real 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;
personal property (hincluding Intellectual Property) the sale or other Disposition of cash or Cash Equivalents in the ordinary course of business;
(iq) Dispositions of all or any portion of the license Capital Stock or sublicense assets of Intellectual Property in the ordinary course of businessany Subsidiary (other than a Material Subsidiary);
(jr) any lease, license, sublease or sublicense sales of any property equipment loans on a non-recourse basis to a third parties in ordinary course; provided that an amount equal to at least 75% of the requirements fair market value thereof;
(s) the sale of Section 7.3 are complied with in connection therewithAccounts Receivable pursuant to arrangements customary to the industry; and
(kt) Dispositions of (i) Cash Equivalents and (ii) Investments (other than Acquisitions); provided, however, that to the write-offextent that any of the foregoing constitute an -------- ------- Asset Sale, discount sale at least 75% of the consideration received in connection with such Asset Sale shall consist of cash, Cash Equivalents, Capital Stock of a Subsidiary or other Disposition fixed assets used or useful in the business of defaulted or past due receivables the Borrower and similar obligationsits Subsidiaries.
Appears in 1 contract
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)Person, except:
(a) the Disposition of (xother than to the Parent or Holdings) 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 of obsolete or worn out property, or surplus real property not needed in the Borrower’s business;
(b) the sale of the Borrower’s or such Subsidiary’s primary products and services inventory in the ordinary course of businessbusiness (including, without limitation, the leasing of space on Towers) and the sale of accounts receivable in the ordinary course of business which, in the reasonable discretion of the Borrower, should be sold to a collection agency in connection with the compromise or collection thereof not to exceed $1,000,000 in the aggregate for any fiscal year of the Borrower;
(c) Dispositions permitted by Section 7.47.4(b) and Dispositions of Cash Equivalents;
(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 StockGuarantor;
(e) the Disposition (other Dispositions than to the extent that the aggregate Net Cash Proceeds received from all such Dispositions permitted by this clause (eParent or Holdings) shall of other assets having a fair market value not to exceed $30,000,000 1,000,000 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 fiscal year 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 2.12Borrower;
(f) the Disposition (other than to the Parent or Holdings) of Towers in exchange for Towers with Tower Cash Flow at least equal in amount to the Tower Cash Flow of such Disposed Towers;
(g) any Asset Sale (other than to the Parent or Holdings), including, without limitation, pursuant to the Additional Securitization Arrangements, or Recovery Event, provided provided, (x) in each case, that the requirements of Section 2.12 2.7(a), 2.7(b) or, in the case of Asset Sales pursuant to the Additional Securitization Arrangements, 2.7(d), as applicable, are complied with in connection therewith;
therewith and (gy) a Disposition in the case of assets between or among any Asset Sale, at least 90% of the Borrower and any Subsidiary Guarantor or by any Subsidiary to consideration payable for such Asset Sale is paid in cash on the Borrower or any Subsidiary Guarantor or among any Subsidiaries that are not Guarantorsdate of such Disposition;
(h) Dispositions of (i) Towers that are not Qualified Towers, (ii) work-in-progress related to cancelled sites and (iii) assets related to the sale or other Disposition Services Business, provided that, in each case, the requirements of cash or Cash Equivalents in the ordinary course of business;Section 2.7(c) are complied with; and
(i) the license or sublicense of Intellectual Property in the ordinary course of business;
(j) any lease, license, sublease or sublicense of any property in ordinary course; provided that the requirements of Section 7.3 are complied with in connection therewith; and
(k) the write-off, discount sale or other Disposition of defaulted Towers or past due receivables and similar obligationsTower sites by the Borrower or any of its Subsidiaries to the Borrower or a Subsidiary Guarantor.
Appears in 1 contract
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 SubsidiaryRestricted Subsidiary of the Parent, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person (other than to the Borrower or to a Subsidiary Guarantor)Person, 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 obsolete or worn out Property or (z) Property (including the closure of sales offices and branches) that has otherwise become unsuitable for useproperty, or commercially unnecessaryproperty which is damaged such that it is no longer materially useful, in connection with the business of the Borrower or any of its Subsidiaries each case, 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 businessDispositions permitted by Section 7.4(b);
(c) Dispositions permitted by Section 7.4;
(d) the sale or issuance of (i) any Subsidiary’s Capital Stock (other than Disqualified Stock) to the Borrower or any Guarantor which is a Wholly Owned Subsidiary (so long as the percentage ownership by of 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 (other than Disqualified Stock) to the Parent.
(d) the Disposition by the Borrower or any of its Restricted Subsidiaries of other assets having a fair market value not to exceed (x) $35,000,000 or (y) 3.5% of the consolidated total assets of the Borrower and its Restricted Subsidiaries in the aggregate for any fiscal year of the Borrower; provided that any Net Cash Proceeds received from any such Asset Sales in excess of $15,000,000 in any fiscal year shall be subject to the mandatory prepayment provisions of Section 2.12;
(e) other Dispositions any Investment permitted pursuant 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 Agreement7.8(f) and the sale for cash within thirty (30) days of receipt of securities received counted as cash) and (ii) the Net Cash Proceeds Disposition of any such sale are applied as required by Investment permitted pursuant to Section 2.127.8(b);
(f) any Recovery Event, provided provided, that the requirements of Section 2.12 2.12(b) are complied with in connection therewith;
(g) a Disposition the discount, write-off or sale of assets between or among uncollectible receivables in the Borrower and any Subsidiary Guarantor or by any Subsidiary to the Borrower or any Subsidiary Guarantor or among any Subsidiaries that are not Guarantorsordinary course of business;
(h) the sale lease or other Disposition license (or sublease or sublicense) of cash real or Cash Equivalents personal property (including Intellectual Property) in the ordinary course of business;
(i) the license sale or sublicense exchange of Intellectual Property specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 365 days of such sale or exchange in the ordinary course acquisition of) replacement items of businessequipment which are, in the reasonable business judgment of the Borrower, the functional equivalent of the item of equipment so sold or exchanged;
(j) any lease, license, sublease or sublicense the sale of any property in ordinary course; provided that the requirements of Section 7.3 are complied with non-core assets acquired in connection therewithwith a Permitted Acquisition; and
(k) the write-off, discount sale or other Disposition cancellation of defaulted or past due receivables and similar obligationsany Indebtedness constituting an Investment permitted pursuant to Section 7.8 which the Borrower reasonably believes to be uncollectible.
Appears in 1 contract
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 's Capital Stock to any Person (other than to the Borrower or to a Subsidiary Guarantor)Person, 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 surplus property in the ordinary course of business;
(b) the sale or lease of the Borrower’s inventory or such Subsidiary’s primary products and services equipment in the ordinary course of business;
(c) Dispositions permitted by Section 7.411.4(a) or (b);
(di) the sale or issuance of (i) any Subsidiary’s Capital Stock to the U.S. Borrower or any Subsidiary (so long as Guarantor of 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) of any Subsidiary of Holdings; or (ii) the sale or issuance to the extent not resulting in a Change Canadian Borrower or any Canadian Subsidiary Guarantor of Control, any Capital Stock of any Subsidiary of any Canadian Entity; or (iii) the sale or issuance to Holdings of the Capital Stock of either Borrower’s Capital Stock;
(e) the Disposition of other Dispositions assets having a fair market value not 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 2,000,000 in the aggregate during the term for any fiscal year of this AgreementHoldings; provided provided, -------- that (i) each such Disposition amount shall be in an amount at least equal increased to $5,000,000 when the fair market value thereof and for proceeds consisting of at least 75% cash (with the assumption of Indebtedness (other Consolidated Leverage Ratio is less than Indebtedness subordinated in right of payment 3.50 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 2.121.0;
(f) any Recovery Event, provided provided, that the requirements of Section 2.12 7.5 -------- are complied with in connection therewith;
(g) a Disposition the sale or discount, in each case without recourse, of assets between Accounts Receivable arising in the ordinary course of business, but only in connection with the compromise 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 Guarantorscollection thereof;
(h) the sale or other Disposition exchange of cash specific items of equipment for replacement items of equipment in the ordinary course of business which are the functional equivalent of the item of equipment so exchanged;
(i) Dispositions of assets sold pursuant to a Sale/Leaseback Transaction permitted under Section 11.11;
(j) Restricted Payments permitted under Section 11.6;
(k) leases and licenses of real or Cash Equivalents personal property (including Intellectual Property) in the ordinary course of business;
(l) Dispositions of (i) Cash Equivalents and (ii) Investments (other than the license or sublicense Capital Stock of Intellectual Property in the ordinary course of business;
(j) any lease, license, sublease or sublicense of any property in ordinary course; provided that the requirements of Section 7.3 are complied with in connection therewithSubsidiaries); and
(km) the write-off, discount sale or other Disposition exchange of defaulted or past due receivables and similar obligationsExchangeable Shares.
Appears in 1 contract
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)Person, 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 obsolete or worn out Property property, buses 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 other service vehicles in the ordinary course of business;
(b) the sale of the Borrower’s or such Subsidiary’s primary products and services inventory in the ordinary course of business;
(c) Dispositions permitted by Section 7.4Sections 7.4(a) through 7.4(f);
(d) the sale or issuance of (i) any Domestic Subsidiary’s Capital Stock to the US Borrower or any Domestic Subsidiary that is a Guarantor, (so long as the percentage ownership by the Borrower and the Subsidiary Guarantors of such ii) any Canadian Subsidiary’s Capital Stock shall not be reduced due to such sale the US Borrower or issuance) the Canadian Borrower, or (iiiii) any Foreign Subsidiary’s (other than any Canadian Subsidiary and any Foreign Subsidiary the stock of which is pledged as Collateral) stock to the extent not resulting in a Change of Control, the Borrower’s Capital StockUS Borrower or any Foreign Subsidiary;
(e) the Disposition of Eligible Vehicles and buses and 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 service vehicles in the aggregate during the term ordinary course 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 2.12business;
(f) any Recovery Event, provided provided, that the requirements of Section 2.12 2.12(c) are complied with in connection therewith;
(g) a Disposition of assets between or among the Borrower and any Subsidiary Guarantor or Dispositions constituting Investments permitted by any Subsidiary to the Borrower or any Subsidiary Guarantor or among any Subsidiaries that are not GuarantorsSection 7.8;
(h) any Inactive Subsidiary may dissolve, liquidate or wind up its affairs at any time;
(i) the sale use or other Disposition transfer of cash or Cash Equivalents in a manner that is permitted by the terms of this Agreement or the other Loan Documents;
(j) to the extent allowable under Section 1031 of the Internal Revenue Code, (i) an exchange in the ordinary course of businessbusiness of Eligible Vehicles for other Eligible Vehicles and (ii) an exchange of other like property having a fair market value not to exceed $5,000,000 in the aggregate for any fiscal year of the US Borrower, in each case for use in a business of the US Borrower and its Subsidiaries permitted by Section 7.14;
(ik) any Disposition by the US Borrower or any of its Subsidiaries to any franchisee of any licensed territory in connection with any franchise relationship, if such licensed territory was cash flow negative for the last twelve months prior to such Disposition or newly established within the last twelve months prior to such Disposition;
(1) the license Disposition by assignment by the US Borrower or sublicense any of Intellectual Property its Subsidiaries to any Finance Company of any Hedge Agreements initially entered into by the US Borrower or any of its Subsidiaries for the benefit of any such Finance Company, provided, that the assigning party retains no obligations under such Hedge Agreement after such assignment;
(m) Dispositions of insurance claims for property damage arising in connection with the rental of Eligible Vehicles in the ordinary course of business;
(j) any lease, license, sublease or sublicense of any property in ordinary course; provided that the requirements of Section 7.3 are complied with in connection therewith; and
(kn) Dispositions of other assets having a fair market value not to exceed $10,000,000 in the write-off, discount sale or other Disposition aggregate for any fiscal year of defaulted or past due receivables and similar obligationsthe US Borrower.
Appears in 1 contract
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 (other than to the Borrower or to a Subsidiary Guarantor)Person, except:
(a) the Disposition of (x) Property having an aggregate fair market value of $1,000,000 personal property that is no longer used 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 useful in the ordinary course of business;
(b) the Disposition of Cash or Cash Equivalents and the sale of the Borrower’s or such Subsidiary’s primary products and services inventory in the ordinary course of business;
(c) Dispositions permitted by Section 7.4;
(d) Dispositions by the Borrower or a Restricted Subsidiary to the Borrower or another Restricted Subsidiary;
(e) Dispositions of any Investment in an Unrestricted Subsidiary;
(f) the sale or issuance of (i) any Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor;
(so long as g) any Designated Asset Sale; provided that a Fair Value Determination has been made with respect to such Disposition by (i) the percentage ownership by management of the Borrower and if the Subsidiary Guarantors Disposition relates to Property with a value of such Subsidiary’s Capital Stock shall not be reduced due to such sale or issuance) less than $5,000,000 or (ii) to the extent not resulting Board of Directors or the Executive Committee of the Board of Directors of the Borrower in a Change of Control, the Borrower’s Capital Stockall other circumstances;
(eh) other Dispositions to the extent that the of Property in any one transaction or series of related transactions having a value not in excess of $5,000,000, and having an aggregate Net Cash Proceeds received from all such Dispositions permitted by this clause (e) shall value not exceed in excess of $30,000,000 15,000,000 in the aggregate any fiscal year and not in excess of $25,000,000 during the term of this Agreement; provided that ;
(i) each such Disposition shall be Dispositions by the Borrower or any Restricted Subsidiary of its interest 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 2.12Argentina Subsidiaries;
(fj) any Recovery Event, provided provided, that the requirements of Section 2.12 2.13(b) are complied with in connection therewith;
(gk) a any Disposition of assets between or among the Borrower and any Subsidiary Guarantor or by any Subsidiary Investment permitted pursuant to the Borrower or any Subsidiary Guarantor or among any Subsidiaries that are not GuarantorsSection 7.7(k);
(hl) the sale or other any Disposition constituting any lease otherwise permitted under Section 7.3(j);
(m) any Disposition of cash or Cash Equivalents in the ordinary course of businessIntellectual Property otherwise permitted under Section 7.3(l);
(n) any Disposition of all or any portion of the Property comprising the Condo Component; provided that a Fair Value Determination has been made with respect to such Disposition by (i) the license management of the Borrower if the Disposition relates to Property with a value of less than $5,000,000 or sublicense (ii) the Board of Intellectual Property Directors and the Executive Committee of the Board of Directors of the Borrower in the ordinary course of business;
(j) any lease, license, sublease or sublicense of any property in ordinary course; provided that the requirements of Section 7.3 are complied with in connection therewithall other circumstances; and
(ko) the write-offdedications of rights of way, discount sale easements or other Disposition of defaulted development concessions made by Borrower or past due receivables and similar obligationsits Restricted Subsidiaries as may be required in connection with obtaining the necessary approvals to develop an applicable Current Project.
Appears in 1 contract
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 the Borrower or any Subsidiaryof its Subsidiaries, issue or sell any shares of the Borrower’s or such Subsidiary’s Capital Stock to any Person (other than to the Borrower or to a Subsidiary Guarantor)Person, 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 or surplus Property or (z) Property (including the closure of sales offices and branches) that has otherwise become unsuitable for use, no longer used or commercially unnecessary, in connection with the business of the Borrower or any of its Subsidiaries useful in the ordinary course of business;
(b) to the sale of the Borrower’s extent constituting Dispositions, transactions permitted by Sections 6.2, 6.3 (other than Section 6.3(d)), 6.5 (other than Section 6.5(f)) or such Subsidiary’s primary products and services in the ordinary course of business6.6;
(c) Dispositions permitted by Section 7.4the sale or issuance of any Capital Stock of any Subsidiary of the Borrower to the Borrower or any Subsidiary Guarantor;
(d) the sale or issuance of (i) any Subsidiary’s Capital Stock to of any Subsidiary of the Borrower or any (other than a 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 (iiGuarantor) to the extent not resulting in a Change any other Subsidiary 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 2.11(b), if applicable, 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;
(hf) the sale or other Disposition of inventory in the ordinary course of business;
(g) the sale or other Disposition of Capital Stock of the Borrower in connection with an IPO;
(i) the sale or Disposition by Atlantic Energy Holdings LLC of Indebtedness of NFE North Distribution Holdings Limited and (ii) the issuance of Capital Stock by NFE North Distribution Holdings Limited, in each case in accordance with the Investor Agreements;
(i) (i) leases, subleases, licenses, sublicenses or charters of Property in the ordinary course of business and (ii) Dispositions of Intellectual Property that is no longer material to the business of such NFE Group Member;
(j) Dispositions by any NFE Group Member to any other NFE Group Member; provided that the gross proceeds from all Dispositions made by any Loan Party to any Non-Guarantor Subsidiary pursuant to this clause (j) shall not exceed $5,000,000 during the term of this Agreement;
(k) Dispositions of Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or other Property used or useful in the business of the Borrower and its Subsidiaries or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property;
(l) 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;
(m) Dispositions of cash or and Cash Equivalents in the ordinary course of business;
(in) the license or sublicense Dispositions of Intellectual Property Investments received in the ordinary course consideration of businessDispositions permitted under this Section 6.4;
(jo) Dispositions by any NFE Group Member the gross proceeds of which do not exceed an aggregate amount of $5,000,000 during the term of this Agreement;
(p) the sale or Disposition set forth in Schedule 6.4(p);
(q) any leasesale or Disposition arising in connection with any fundamental change permitted by Section 6.3(e); and
(r) any other Disposition of Property or assets by any NFE Group Member; 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 or Event of Default exists), licenseno Default or Event of Default shall exist or would result from such Disposition, sublease (ii) the consideration for such Disposition shall be at least equal to the fair market value of such Property or sublicense assets at the time of any property such Disposition (or at the time such binding commitment is entered into) and (iii) at least 75% of such consideration shall be in ordinary coursecash or Cash Equivalents; provided that the requirements amount of:
(A) any liabilities (as reflected on Holdings’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of Section 7.3 such balance sheet, such liabilities that would have been reflected on Holdings’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such consolidated balance sheet, as determined in good faith by the Borrower) of any NFE Group Member, other than liabilities that are complied with by their terms subordinated to the Term Loans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection therewithwith the transactions relating to such Asset Sale) and for which the Borrower and all such Subsidiaries have been validly released by all applicable creditors in writing;
(B) Indebtedness, other than liabilities that are by their terms subordinated to the Term Loans, of any NFE Group Member that is no longer an NFE Group Member as a result of such Disposition, to the extent that the NFE Group Members have been validly released from any Guarantee Obligation in respect of such Indebtedness in connection with such Disposition; and
(kC) any Designated Non-Cash Consideration received by any NFE Group Member in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C), not to exceed $5,000,000 at the writetime of the receipt of such Designated Non-offCash Consideration, discount sale or 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 for purposes of this clause (iii) of this Section 6.4(q) and for no other Disposition of defaulted or past due receivables and similar obligationspurpose.
Appears in 1 contract
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 's Capital Stock to any Person (other than to the Borrower or to a Subsidiary Guarantor)Person, 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 obsolete 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 property in the ordinary course of business, including the Disposition, in the ordinary course of business and as a part of customary practices of replacing Vehicles with newer Vehicles from time to time;
(b) the sale of the Borrower’s or such Subsidiary’s primary products and services inventory in the ordinary course of business;
(c) Dispositions permitted by Section 7.4;
(d) the sale or issuance of (i) any Subsidiary’s '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 StockGuarantor;
(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 any assets or property of (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 Guarantor, (ii) any Subsidiaries Foreign Subsidiary of the Borrower to another Foreign Subsidiary of the Borrower, (iii) any Finance Company to another Finance Company and (iv) any Insurance Company to another Insurance Company;
(f) Dispositions of Cash Equivalents;
(g) any Restricted Payment that are not Guarantorsis permitted by Section 7.6 and any Investment that is permitted by Section 7.8;
(h) the sale or issuance of directors' qualifying shares or shares or Investments required by any Requirement of Law to be held by a Person other Disposition of cash than the Borrower or Cash Equivalents in the ordinary course of businessa Subsidiary Guarantor;
(i) the license or sublicense grant of Intellectual Property in the ordinary course of businessa Lien that is permitted by Section 7.3;
(j) any lease, license, sublease or sublicense non-recourse sales of any property receivables generated in ordinary course; provided that the requirements of Section 7.3 are complied with United Kingdom in connection therewithwith working capital facilities permitted under Section 7.2;
(k) Dispositions of assets listed on Schedule 7.5(k);
(l) Dispositions of assets that are not subject of a Lien in favor of the Administrative Agent (other than real property located in the United States and Intellectual Property);
(m) Dispositions of assets of the type that are not included in the Borrowing Base (other than Dispositions permitted under clauses (k) and (l) above and Intellectual Property) having a fair market value not to exceed $7,500,000 in the aggregate for any fiscal year of the Borrower; and
(kn) Dispositions of other assets of the write-offtype that are included in the Borrowing Base, discount sale provided, that, if as of the date of such Disposition and after giving effect thereto, a Default or other Disposition Event of defaulted or past due receivables and similar obligationsDefault shall exist, the Borrower shall have obtained the consent of the Administrative Agent to such Disposition.
Appears in 1 contract
Sources: Credit Agreement (Anc Rental Corp)
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of the Borrower or any Subsidiary, issue or sell any shares of the Borrower’s or such Subsidiary’s Capital Stock to any Person (other than issuing directors’ qualifying shares or other similar shares required pursuant to the Borrower or to a Subsidiary Guarantorapplicable Law), 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 or surplus Property or (z) Property (including the closure of sales offices and branches) that has otherwise become unsuitable for use, no longer used or commercially unnecessary, in connection with the business of the Borrower or any of its Subsidiaries useful in the ordinary course of business;
(b) to the sale of the Borrower’s extent constituting Dispositions, transactions permitted by Sections 6.2, 6.3 (other than Section 6.3(c)), 6.5 (other than Section 6.5(e)) or such Subsidiary’s primary products and services in the ordinary course of business6.6;
(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 Guarantor;
(so long as d) the percentage ownership by sale or issuance of any Capital Stock of any Subsidiary of the Borrower and the (other than a Subsidiary Guarantors of such Subsidiary’s Capital Stock shall not be reduced due to such sale or issuance) or (iiGuarantor) to the extent not resulting in a Change of Control, the Borrower’s Capital Stockany other Subsidiary;
(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 2.11(b), if applicable, 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;
(hf) the sale or other Disposition of (i) inventory in the ordinary course of business or (ii) accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business and not as part of any accounts receivables financing transaction;
(g) (i) leases, subleases, licenses, sublicenses or charters of Property in the ordinary course of business and (ii) Dispositions of Intellectual Property that is no longer material to the business of the Borrower or any of its Subsidiaries;
(h) Dispositions by the Borrower or any of its Subsidiaries to the Borrower or any of its Subsidiaries; provided that the gross proceeds from all Dispositions made by any Loan Party to any Non-Guarantor Subsidiary pursuant to this clause (h) shall not exceed $1,000,000 during the term of this Agreement;
(i) Dispositions of Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or other Property used or useful in the business of the Borrower or the relevant Subsidiary or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property;
(j) 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;
(k) Dispositions of cash or and Cash Equivalents in the ordinary course of business;
(il) the license or sublicense Dispositions of Intellectual Property Investments received in the ordinary course consideration of businessDispositions permitted under this Section 6.4;
(jm) Dispositions by the Borrower or any lease, license, sublease or sublicense of any property in ordinary course; provided that its Subsidiaries the requirements gross proceeds of Section 7.3 are complied with in connection therewithwhich do not exceed an aggregate amount of $1,000,000 during the term of this Agreement; and
(kn) Dispositions of any Capital Stock of the write-off, discount sale Container Companies or Subsea; and
(o) any other Disposition of defaulted Property or past due receivables assets by the Borrower or any of its Subsidiaries; 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 or Event of Default exists), no Default or Event of Default shall exist or would result from such Disposition, (ii) the consideration for such Disposition shall be at least equal to the fair market value of such Property or assets at the time of such Disposition (or at the time such binding commitment is entered into) and similar obligations(iii) at least 75% of such consideration shall be in cash or Cash Equivalents.
Appears in 1 contract
Sources: Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)
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 the Borrower or any Subsidiaryof its Subsidiaries, issue or sell any shares of the Borrower’s or such Subsidiary’s Capital Stock to any Person (other than to the Borrower or to a Subsidiary Guarantor)Person, 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 or surplus Property or (z) Property (including the closure of sales offices and branches) that has otherwise become unsuitable for use, no longer used or commercially unnecessary, in connection with the business of the Borrower or any of its Subsidiaries useful in the ordinary course of business;
(b) to the sale of the Borrower’s extent constituting Dispositions, transactions permitted by Sections 6.2, 6.3 (other than Section 6.3(d)), 6.5 (other than Section 6.5(f)) or such Subsidiary’s primary products and services in the ordinary course of business6.6;
(c) Dispositions permitted by Section 7.4the sale or issuance of any Capital Stock of any Subsidiary of the Borrower to the Borrower or any Subsidiary Guarantor;
(d) the sale or issuance of (i) any Subsidiary’s Capital Stock to of any Subsidiary of the Borrower or any (other than a 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 (iiGuarantor) to the extent not resulting in a Change any other Subsidiary 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 2.11(b), if applicable, 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;
(hf) the sale or other Disposition of inventory in the ordinary course of business;
(g) the sale or other Disposition of Capital Stock of the Borrower in connection with an IPO;
(i) the sale or Disposition by Atlantic Energy Holdings LLC of Indebtedness of NFE North Distribution Limited and (ii) the issuance of Capital Stock by NFE North Distribution Limited, in each case in accordance with the Investor Agreements;
(i) (i) leases, subleases, licenses, sublicenses or charters of Property in the ordinary course of business and (ii) Dispositions of Intellectual Property that is no longer material to the business of such NFE Group Member;
(j) Dispositions by any NFE Group Member to any other NFE Group Member; provided that the gross proceeds from all Dispositions made by any Loan Party to any Non-Guarantor Subsidiary pursuant to this clause (j) shall not exceed $5,000,000 during the term of this Agreement;
(k) Dispositions of Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or other Property used or useful in the business of the Borrower and its Subsidiaries or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property;
(l) 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;
(m) Dispositions of cash or and Cash Equivalents in the ordinary course of business;
(in) the license or sublicense Dispositions of Intellectual Property Investments received in the ordinary course consideration of businessDispositions permitted under this Section 6.4;
(jo) Dispositions by any NFE Group Member the gross proceeds of which do not exceed an aggregate amount of $5,000,000 during the term of this Agreement;
(p) the sale or Disposition set forth in Schedule 6.4(p);
(q) any leasesale or Disposition arising in connection with any fundamental change permitted by Section 6.3(e); and
(r) any other Disposition of Property or assets by any NFE Group Member; 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 or Event of Default exists), licenseno Default or Event of Default shall exist or would result from such Disposition, sublease (ii) the consideration for such Disposition shall be at least equal to the fair market value of such Property or sublicense assets at the time of any property such Disposition (or at the time such binding commitment is entered into) and (iii) at least 75% of such consideration shall be in ordinary coursecash or Cash Equivalents; provided that the requirements amount of:
(A) any liabilities (as reflected on Holdings’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of Section 7.3 such balance sheet, such liabilities that would have been reflected on Holdings’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such consolidated balance sheet, as determined in good faith by the Borrower) of any NFE Group Member, other than liabilities that are complied with by their terms subordinated to the Term Loans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection therewithwith the transactions relating to such Asset Sale) and for which the Borrower and all such Subsidiaries have been validly released by all applicable creditors in writing;
(B) Indebtedness, other than liabilities that are by their terms subordinated to the Term Loans, of any NFE Group Member that is no longer an NFE Group Member as a result of such Disposition, to the extent that the NFE Group Members have been validly released from any Guarantee Obligation in respect of such Indebtedness in connection with such Disposition; and
(kC) any Designated Non-Cash Consideration received by any NFE Group Member in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C), not to exceed $5,000,000 at the writetime of the receipt of such Designated Non-offCash Consideration, discount sale or 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 for purposes of this clause (iii) of this Section 6.4(q) and for no other Disposition of defaulted or past due receivables and similar obligationspurpose.
Appears in 1 contract
Limitation on Disposition of Property. Dispose of any Property of Borrower or any of its Property Restricted Subsidiaries (including, without limitation, including receivables and leasehold interests), whether now owned or hereafter acquired, orincluding, in the case of any Restricted Subsidiary, issue issuing or sell selling any shares of such Restricted Subsidiary’s 's Capital Stock to any Person (other than Person, except for, subject to compliance with the Borrower or to a Subsidiary Guarantor), except:requirements of Section 2.14(a):
(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 obsolete 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 property in the ordinary course of business;
(bi) leases, subleases and concessions of interests in real and personal property, (ii) the sale of the Borrower’s or such Subsidiary’s primary products inventory and services (iii) licenses of intellectual property, in each case in the ordinary course of business;
(c) Dispositions permitted by Section 7.46.4 (other than Section 6.4(b)(ii));
(d) the sale or issuance of (i) any Subsidiary’s 's Capital Stock to the Borrower or any Wholly-Owned 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 Guarantor, (ii) any Foreign Subsidiary's Capital Stock to another Foreign Subsidiary, and (iii) during the extent not resulting period that the UA Pass-Through Certificates Restriction is in effect, any UA Subsidiary's (other than a Change of Control, the Borrower’s UA First-Tier Subsidiary) Capital StockStock to another UA Subsidiary;
(e) Dispositions by Borrower or any of its Restricted Subsidiaries of other Dispositions assets having a fair market value not to the extent that the aggregate Net Cash Proceeds received from all such Dispositions permitted by this clause (e) shall not exceed $30,000,000 100,000,000 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 2.12Fiscal Year;
(f) any Recovery Event, provided that the requirements of Section 2.12 are complied with in connection therewith;
(g) an exchange or "swap" of fixed, tangible assets of any Restricted Subsidiary for the assets of a Disposition Person other than Borrower or its Restricted Subsidiaries; provided that, (i) the assets received by Borrower or such Restricted Subsidiary will be used or useful in its respective Line of assets between Business, and (ii) Borrower or among the Borrower and any such Restricted Subsidiary Guarantor or by any Subsidiary receives reasonable equivalent value for such assets, such equivalent value to be demonstrated to the Borrower reasonable satisfaction of Administrative Agent (or, in the case of an exchange or "swap" with a non-Affiliate of any Subsidiary Guarantor Loan Party, as determined by the board of directors of the applicable Restricted Subsidiary); provided further that, the fair market value of all such assets exchanged or among "swapped" in any Subsidiaries that are Fiscal Year does not Guarantors;exceed $100,000,000; and
(h) the sale Dispositions permitted under Section 6.4(b)(ii) or other Disposition of cash or Cash Equivalents in the ordinary course of business;
(i) the license or sublicense of Intellectual Property in the ordinary course of business;
(j) any lease, license, sublease or sublicense of any property in ordinary course; provided that the requirements of Section 7.3 are complied with in connection therewith; and
(k) the write-off, discount sale or other Disposition of defaulted or past due receivables and similar obligations6.11.
Appears in 1 contract
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)Person, except:
(a) the Disposition of (xother than to the Parent or Holdings) 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 of obsolete or worn out property, or surplus real property not needed in the Borrower’s business;
(b) the sale of the Borrower’s or such Subsidiary’s primary products and services inventory in the ordinary course of businessbusiness (including, without limitation, the leasing of space on Towers) and the sale of accounts receivable in the ordinary course of business which, in the reasonable discretion of the Borrower, should be sold to a collection agency in connection with the compromise or collection thereof not to exceed $1,000,000 in the aggregate for any fiscal year of the Borrower;
(c) Dispositions permitted by Section 7.47.4(b) and Dispositions of Cash Equivalents;
(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 StockGuarantor;
(e) the Disposition (other Dispositions than to the extent that the aggregate Net Cash Proceeds received from all such Dispositions permitted by this clause (eParent or Holdings) shall of other assets having a fair market value not to exceed $30,000,000 1,000,000 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 fiscal year 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 2.12Borrower;
(f) the Disposition (other than to the Parent or Holdings) of Towers in exchange for Towers with Tower Cash Flow at least equal in amount to the Tower Cash Flow of such Disposed Towers;
(g) any Disposition (other than to the Parent, Holdings or any of their respective Subsidiaries (other than the Borrower and its Subsidiaries)) or Recovery Event, provided provided, (x) in each case, that the requirements of Section 2.12 2.7(a) or 2.7(b), as applicable, are complied with in connection therewith;
therewith and (gy) a in the case of any such Disposition, at least 90% of the consideration payable for such Disposition is paid in cash on the date 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 Guarantorssuch Disposition;
(h) Dispositions of (i) Towers that are not Qualified Towers, (ii) work-in-progress related to cancelled sites and (iii) assets related to the sale or other Disposition Services Business, provided that, in each case, the requirements of cash or Cash Equivalents in the ordinary course of businessSection 2.7(a) are complied with;
(i) the license Disposition of Towers or sublicense Tower sites by the Borrower or any of Intellectual Property in its Subsidiaries to the ordinary course of business;Borrower or a Subsidiary Guarantor; and
(j) any lease, license, sublease or sublicense of any property in ordinary course; provided that the requirements of Section 7.3 are complied with in connection therewith; and
(k) the write-off, discount sale or other Disposition of defaulted or past due receivables certain Property separately identified in writing by the Borrower to the Administrative Agent and similar obligationsthe Lenders prior to the Restatement Effective Date.
Appears in 1 contract
Limitation on Disposition of Property. Dispose of any of its Property or business (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 's Capital Stock to any Person (other than to the Borrower or to a Subsidiary Guarantor)Person, 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 that is obsolete 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 property in the ordinary course of business;
(bi) the sale of the Borrower’s or such Subsidiary’s primary products and services inventory in the ordinary course of businessbusiness and the sale of Cash Equivalents from time to time and (ii) transfers or other Dispositions of cash and Cash Equivalents in the ordinary course of business in connection with transactions not otherwise prohibited by this Agreement;
(c) Dispositions permitted by Section 7.47.4(a) or (b);
(d) the sale or issuance of (i) any Subsidiary’s '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 Guarantor, (ii) any Foreign Subsidiary's Capital Stock to any other Foreign Subsidiary, the Capital Stock of which is subject to a perfected security interest pursuant to Section 6.10(d), (iii) the Borrower's Capital Stock to Holdings or (iv) Holdings' Capital Stock to the extent not resulting in a Change of Control, the Borrower’s Capital StockParent;
(e) Dispositions, by means of trade-in, of equipment owned by it and used or previously used in the ordinary course of its business, so long as such equipment is replaced, substantially concurrently, by like-kind equipment in an effort to upgrade Borrower's or any of Borrower's Subsidiaries' facilities;
(f) Dispositions of leasehold interests that are no longer used or useful in the business of the Borrower or its Subsidiaries;
(g) Dispositions of assets (i) to the Borrower or any Subsidiary Guarantor, (ii) by any Foreign Subsidiary to any other Dispositions Foreign Subsidiary or (iii) to the extent that permitted by Section 7.5(j), by the Borrower or any Subsidiary Guarantor to any Foreign Subsidiary;
(h) Investments permitted by Section 7.8;
(i) sale and leaseback transactions permitted by Section 7.11;
(j) the Disposition of other assets (other than inventory or Cash Equivalents), including any Dispositions pursuant to Section 7.5(g)(iii), having a combined fair market value not to exceed $15,000,000 in the aggregate Net Cash Proceeds received from all such Dispositions permitted for any fiscal year of the Borrower, provided that, the sum of (x) the aggregate fair market value of assets conveyed to Foreign Subsidiaries pursuant to Section 7.5(g)(iii) plus (y) the aggregate amount of Investments (valued at cost) made by this clause (ethe Borrower and its Subsidiaries in Foreign Subsidiaries pursuant to Section 7.8(p) shall not exceed $30,000,000 in the aggregate during the term of this Agreement10,000,000 at any one time outstanding; 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;and
(fk) any Recovery Event, provided provided, that the requirements of Section 2.12 2.12(c) 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 license or sublicense of Intellectual Property in the ordinary course of business;
(j) any lease, license, sublease or sublicense of any property in ordinary course; provided that the requirements of Section 7.3 are complied with in connection therewith; and
(k) the write-off, discount sale or other Disposition of defaulted or past due receivables and similar obligations.
Appears in 1 contract
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 's Capital Stock to any Person (other than to the Borrower or to a Subsidiary Guarantor)Person, 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 surplus property in the ordinary course of business;
(b) the sale or lease of the Borrower’s inventory or such Subsidiary’s primary products and services equipment in the ordinary course of business;
(c) Dispositions permitted by Section 7.411.4(a) or (b);
(di) the sale or issuance of (i) any Subsidiary’s Capital Stock to the U.S. Borrower or any Subsidiary (so long as Guarantor of 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) of any Subsidiary of Holdings; or (ii) the sale or issuance to the extent not resulting in a Change Canadian Borrower or any Canadian Subsidiary Guarantor of Control, any Capital Stock of any Subsidiary of any Canadian Entity; or (iii) the sale or issuance to Holdings of the Capital Stock of either Borrower’s Capital Stock;
(e) the Disposition of other Dispositions assets having a fair market value not 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 2,000,000 in the aggregate during the term for any fiscal year of this AgreementHoldings; provided provided, that (i) each such Disposition amount shall be in an amount at least equal increased to $5,000,000 when the fair market value thereof and for proceeds consisting of at least 75% cash (with the assumption of Indebtedness (other -------- Consolidated Leverage Ratio is less than Indebtedness subordinated in right of payment 3.50 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 2.121.0;
(f) any Recovery Event, provided provided, that the requirements of Section 2.12 -------- 7.5 are complied with in connection therewith;
(g) a Disposition the sale or discount, in each case without recourse, of assets between Accounts Receivable arising in the ordinary course of business, but only in connection with the compromise 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;collection thereof; 109
(h) the sale or other Disposition exchange of cash specific items of equipment for replacement items of equipment in the ordinary course of business which are the functional equivalent of the item of equipment so exchanged;
(i) Dispositions of assets sold pursuant to a Sale/Leaseback Transaction permitted under Section 11.11;
(j) Restricted Payments permitted under Section 11.6;
(k) leases and licenses of real or Cash Equivalents personal property (including Intellectual Property) in the ordinary course of business;
(l) Dispositions of (i) Cash Equivalents and (ii) Investments (other than the license or sublicense Capital Stock of Intellectual Property in the ordinary course of business;
(j) any lease, license, sublease or sublicense of any property in ordinary course; provided that the requirements of Section 7.3 are complied with in connection therewithSubsidiaries); and
(km) the write-off, discount sale or other Disposition exchange of defaulted or past due receivables and similar obligationsExchangeable Shares.
Appears in 1 contract
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)Person, 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 obsolete or worn out property in the ordinary course of business and the abandonment or other Disposition of Intellectual Property that is no longer economically practicable to maintain or (z) Property (including useful in the closure conduct 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 and its Subsidiaries in the ordinary course of businessSubsidiaries;
(b) the sale of inventory in the Borrower’s or such Subsidiary’s primary products ordinary course of business and services the Disposition of Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by Section 7.47.4 (other than clause (e)), Section 7.6 and Section 7.7;
(d) the sale or issuance licensing of (i) any Subsidiary’s Capital Stock to Intellectual Property by 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 StockGuarantor on arm’s-length terms;
(e) the Disposition of 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 assets for the fair market value thereof and for proceeds consisting consideration not to exceed $50,000,000 in the aggregate for all such Dispositions in any fiscal year of the Borrower; provided that 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 consideration for each such Disposition shall be in the form of the obligations of any Guarantor under Section 2 of the Guaranty cash 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 2.12Equivalents;
(f) any Recovery Event, Event (without regard to the minimum dollar amount specified in the definition thereof) provided that the requirements of Section 2.12 2.11(b) are complied with in connection therewith;
(g) a Disposition leases or sub-leases 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 license or sublicense of Intellectual Property in the ordinary course of business;
(jh) Dispositions from the Borrower to any leaseSubsidiary Guarantor, license, sublease from any Subsidiary Guarantor to another Subsidiary Guarantor or sublicense of from any property in ordinary course; provided that the requirements of Section 7.3 are complied with in connection therewithNon-Guarantor Subsidiary to another Non-Guarantor Subsidiary; and
(ki) the write-off, discount sale or other a Disposition of defaulted or past due receivables and similar obligationsnebivolol.
Appears in 1 contract
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)Person, except:
(a) the Disposition of (xother than to the Parent, Holdings or SBA I) 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 of obsolete or worn out property, or surplus real property not needed in the Borrower’s business;
(b) the sale of the Borrower’s or such Subsidiary’s primary products and services inventory in the ordinary course of businessbusiness (including, without limitation, the leasing of space on Towers) and the sale of accounts receivable in the ordinary course of business which, in the reasonable discretion of the Borrower, should be sold to a collection agency in connection with the compromise or collection thereof not to exceed $1,000,000 in the aggregate for any fiscal year of the Borrower;
(c) Dispositions permitted by Section 7.47.4(b) and Dispositions of Cash Equivalents;
(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 StockGuarantor;
(e) the Disposition (other Dispositions than to the extent that the aggregate Net Cash Proceeds received from all such Dispositions permitted by this clause (eParent, Holdings or SBA I) shall of other assets having a fair market value not to exceed $30,000,000 1,000,000 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 fiscal year 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 2.12Borrower;
(f) the Disposition (other than to the Parent, Holdings or SBA I) of Towers in exchange for Towers with Total Tower Revenue at least equal in amount to the revenue of such Disposed Towers;
(g) any Asset Sale (other than to the Parent, Holdings or SBA I), including, without limitation, pursuant to the Second Securitization Arrangements, or Recovery Event, provided provided, (x) in each case, that the requirements of Section 2.12 2.7(a), 2.7(b) or, in the case of Asset Sales pursuant to the Second Securitization Arrangements, 2.7(d), as applicable, are complied with in connection therewith;
therewith and (gy) a Disposition in the case of assets between or among any Asset Sale, at least 90% of the Borrower and any Subsidiary Guarantor or by any Subsidiary to consideration payable for such Asset Sale is paid in cash on the Borrower or any Subsidiary Guarantor or among any Subsidiaries that are not Guarantorsdate of such Disposition;
(h) Dispositions of (i) non-Qualified Towers, (ii) work-in-progress related to cancelled sites, (iii) assets related to the sale or other Disposition Services Business, provided that, in each case, requirements of cash or Cash Equivalents in the ordinary course of business;Section 2.7(c) are complied with; and
(i) the license or sublicense of Intellectual Property in the ordinary course of business;
(j) any lease, license, sublease or sublicense of any property in ordinary course; provided that the requirements of Section 7.3 are complied with in connection therewith; and
(k) the write-off, discount sale or other Disposition of defaulted Towers or past due receivables and similar obligationsTower sites by the Borrower or any of its Subsidiaries to the Borrower or a Subsidiary Guarantor.
Appears in 1 contract