Common use of Limitation on Disposition of Property Clause in Contracts

Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by Sections 6.03(a), (b), (c), (d), (f) and (g) and Investments permitted by Section 6.07(f); (d) any Recovery Event, provided, that the requirements of Section 2.11(c) are complied with in connection therewith; (e) each of the Company and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction; (f) the Scheduled Dispositions, so long as (i) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value therefor, (ii) the consideration received by the Company or its relevant Subsidiary consists solely of cash and is paid at the time of the closing of such sale, and (iii) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c); (g) Permitted Sale-Leaseback Transactions permitted by Section 6.10; (h) the Disposition of other assets (other than the Capital Stock of any Wholly Owned Subsidiary, unless all of the Capital Stock of such Wholly Owned Subsidiary is sold in accordance with this clause (h)) having a Fair Market Value not to exceed 5% of Consolidated Total Assets (calculated as of the most recent fiscal period for which financial statements have been delivered pursuant to Section 5.01) in the aggregate for any fiscal year of the Company, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value, (iii) the consideration is paid at the time of the closing of such Disposition, and (iv) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c); (i) the Company or any Subsidiary may (i) sell or pledge Permitted Receivables Facility Assets pursuant to Permitted Receivables Facilities and (ii) may sell accounts receivable and notes receivable pursuant to Permitted Factoring Transactions; provided that, to the extent any Permitted Factoring Transaction gives rise to obligations that are recourse to the Company or any Subsidiary of the Company (in each case other than limited recourse customary for factoring transactions of the same kind and solely recourse to the particular assets or group of assets subject to such Permitted Factoring Transaction, as the case may be), the aggregate face amount of all such Permitted Factoring Transactions giving rise to recourse obligations shall not exceed $100,000,000 during any fiscal year of the Company; and (j) Asset Swaps made in accordance with the requirements of the definition thereof, so long as (i) if the Fair Market Value of the assets transferred exceeds $10,000,000, the board of directors of the Company approves such transfer and exchange, (ii) the Fair Market Value of any property or assets received in connection therewith is at least equal to the Fair Market Value of the property or assets so transferred, (iii) each such Asset Swap is effected in connection with an Investment permitted by Section 6.07, (iv) to the extent applicable, any “boot” or other assets received by the Company or any of its Subsidiaries complies with the requirements of clause (iii) above and the Net Cash Proceeds, if any, of such boot or other assets (including any “boot” received in the form of cash) are applied as (and to the extent) required by Section 2.11(c), and (v) no Default or Event of Default then exists or would result therefrom.

Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of obsolete or obsolete, worn out or surplus property (including real property), whether now owned or hereafter acquired and Dispositions of property (including real property) no longer used or useful in the ordinary course conduct of businessthe business of the Borrower and the Restricted Subsidiaries; (b) To the sale of inventory extent constituting Dispositions, transactions permitted by 6.4 (other than Section 6.4(e)), Investments made in the ordinary course of businessaccordance with Section 6.7 or otherwise permitted by Section 6.6, and Liens permitted by Section 6.3; (c) Dispositions permitted by Sections 6.03(a), (b), (c), (d), (f) and (g) and Investments permitted by Section 6.07(f)the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Guarantor; (d) the sale or issuance of any Capital Stock of a Restricted Subsidiary (other than a Loan Party) to any other Restricted Subsidiary; (e) any Recovery Event, provided, that the requirements of Section 2.11(c) 2.10(b), if applicable, are complied with in connection therewith; (ef) each sales or other dispositions of assets that do not constitute Asset Sales; (g) Dispositions of property not otherwise permitted under this 6.5 in an aggregate amount not to exceed $20,000,000 in any fiscal year; provided that (i) at the time of such Disposition and after giving effect thereto (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed after giving effect thereto), no Default or Event of Default shall exist or would result from such Disposition; and (ii) with respect to any Disposition pursuant to this clause 6.5(f) for a purchase price in excess of $5,000,000, the Borrower or any of the Company Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (ii), (A) any liabilities (as shown on the Borrower’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate fair value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of 1.5% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair 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; (h) dispositions of cash, Cash Equivalents or Investment Grade Securities in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (i) Asset Sales set forth on Schedule 6.5(i); (j) Dispositions of property to the Borrower or a Restricted Subsidiary; provided that if the transferor of such property is a Loan Party: (i) the transferee thereof must be a Loan Party or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 6.7; (k) dispositions of Accounts that are past due by more than 120 days; (l) the unwinding of any Hedge Agreements; (m) sale or disposition of Investments under Sections 6.7(k) and 6.7(j); (n) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business or the licensing of content or the licensing or sub-licensing of intellectual property or other general intangibles that is no longer material to the business of such NM Group Member; (o) any involuntary loss, damage or destruction of property or any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property; (p) the leasing or subleasing of assets of Holdings or its Subsidiaries in the ordinary course of business; (q) the sale or issuance of stock (other than Disqualified Stock) of Holdings; (r) the lapse or abandonment of registered patents, trademarks and other intellectual property of Holdings and its Subsidiaries may sell to the extent (i) expired pursuant to any applicable laws or discount, (ii) not economically desirable in each case without recourse the conduct of their business and so long as such lapse or abandonment would not reasonably be expected to have a Material Adverse Effect; (s) in order to resolve disputes that occur in the ordinary course of business, the discounting of or otherwise compromise for less than the face value thereof, notes or accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transactionreceivable; (ft) the Scheduled Dispositions, so long as (i) each such Disposition is transfers of property subject to casualty events in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value therefor, (ii) the consideration received by the Company or its relevant Subsidiary consists solely aggregate amount not to exceed $500,000 upon receipt of cash and is paid at the time of the closing of such sale, and (iii) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c); (g) Permitted Sale-Leaseback Transactions permitted by Section 6.10; (h) the Disposition of other assets (other than the Capital Stock of any Wholly Owned Subsidiary, unless all of the Capital Stock of such Wholly Owned Subsidiary is sold in accordance with this clause (h)) having a Fair Market Value not to exceed 5% of Consolidated Total Assets (calculated as of the most recent fiscal period for which financial statements have been delivered pursuant to Section 5.01) in the aggregate for any fiscal year of the Company, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value, (iii) the consideration is paid at the time of the closing of such Disposition, and (iv) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c); (i) the Company or any Subsidiary may (i) sell or pledge Permitted Receivables Facility Assets pursuant to Permitted Receivables Facilities and (ii) may sell accounts receivable and notes receivable pursuant to Permitted Factoring Transactions; provided that, to the extent any Permitted Factoring Transaction gives rise to obligations that are recourse to the Company or any Subsidiary of the Company (in each case other than limited recourse customary for factoring transactions of the same kind and solely recourse to the particular assets or group of assets subject to such Permitted Factoring Transaction, as the case may be), the aggregate face amount of all such Permitted Factoring Transactions giving rise to recourse obligations shall not exceed $100,000,000 during any fiscal year of the Companycasualty event; and (j) Asset Swaps made in accordance with the requirements of the definition thereof, so long as (i) if the Fair Market Value of the assets transferred exceeds $10,000,000, the board of directors of the Company approves such transfer and exchange, (iiu) the Fair Market Value sale, lease or transfer of any property or assets received in connection therewith acquired pursuant to a Permitted Acquisition and disposed of contemporaneously with the consummation of such Permitted Acquisition, so long as it is at least equal upon prior written notice thereof to the Fair Market Value Arrangers. Upon the request of the property or assets so transferredBorrower, (iii) each such Asset Swap is effected in connection with an Investment permitted by Section 6.07the Administrative Agent shall, (iv) at the sole expense of the Borrower, promptly execute and deliver to the extent applicableBorrower any and all documents or instruments necessary to release any Lien encumbering any items of Collateral that are subject to a conveyance, any “boot” sale, lease, exchange, transfer or other assets received by the Company disposition pursuant to this Section 6.5 or any of its Subsidiaries complies with the requirements of clause (iii) above and the Net Cash Proceeds, if any, of such boot or other assets (including any “boot” received in the form of cash) are applied as (and otherwise permitted pursuant to the extent) required by Section 2.11(c), and (v) no Default or Event of Default then exists or would result therefromthis Agreement.

Limitation on Disposition of Property. Dispose Except for Excluded Subsidiaries, dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory inventory, hydrocarbon production, other mineral products and products refined therefrom in the ordinary course of business; (c) Dispositions permitted by Sections 6.03(a), (b), (c), (d), (f) and (g) and Investments permitted by Section 6.07(f7.4(b); (d) the sale or issuance of any Subsidiary's Capital Stock to the Borrower or any Subsidiary Guarantor; (e) any Recovery Event, provided, that the requirements of Section 2.11(c2.10(c) are complied with in connection therewith; (ef) each of the Company Dispositions pursuant to sale and its Subsidiaries may sell or discountleaseback transactions, in each case without recourse and in an aggregate principal amount not to exceed $75,000,000, provided that the ordinary course requirements of business, accounts receivable arising in the ordinary course of business, but only Section 2.10(c) are complied with in connection with the compromise or collection thereof and not as part of any financing transaction; (f) the Scheduled Dispositions, so long as (i) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value therefor, (ii) the consideration received by the Company or its relevant Subsidiary consists solely of cash and is paid at the time of the closing of such sale, and (iii) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c)therewith; (g) Permitted Sale-Leaseback Transactions permitted by Section 6.10; (h) other Dispositions outside the Disposition ordinary course of other assets (other than business occurring during the Capital Stock term of any Wholly Owned Subsidiary, unless all of the Capital Stock of such Wholly Owned Subsidiary is sold in accordance with this clause (h)) having a Fair Market Value not to exceed 5% of Consolidated Total Assets (calculated as of the most recent fiscal period for Agreement which financial statements have been delivered pursuant to Section 5.01) in the aggregate for any fiscal year of the Company, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value, (iii) the consideration is paid at the time of the closing of such Disposition, and (iv) the Net Cash Proceeds therefrom are applied and/or reinvested as (and yield gross proceeds to the extent) required by Section 2.11(c); (i) the Company or any Subsidiary may (i) sell or pledge Permitted Receivables Facility Assets pursuant to Permitted Receivables Facilities and (ii) may sell accounts receivable and notes receivable pursuant to Permitted Factoring Transactions; provided that, to the extent any Permitted Factoring Transaction gives rise to obligations that are recourse to the Company or any Subsidiary of the Company (in each case other than limited recourse customary for factoring transactions of the same kind and solely recourse to the particular assets or group of assets subject to such Permitted Factoring Transaction, as the case may be), the aggregate face amount of all such Permitted Factoring Transactions giving rise to recourse obligations shall not exceed $100,000,000 during any fiscal year of the Company; and (j) Asset Swaps made in accordance with the requirements of the definition thereof, so long as (i) if the Fair Market Value of the assets transferred exceeds $10,000,000, the board of directors of the Company approves such transfer and exchange, (ii) the Fair Market Value of any property or assets received in connection therewith is at least equal to the Fair Market Value of the property or assets so transferred, (iii) each such Asset Swap is effected in connection with an Investment permitted by Section 6.07, (iv) to the extent applicable, any “boot” or other assets received by the Company Borrower or any of its Subsidiaries complies with (valued at fair market value in the case of non-cash proceeds) in an aggregate amount not in excess of $75,000,000, provided that the requirements of clause Section 2.10(c) are complied with in connection therewith; and (iiih) above and any Disposition of Marine Services Assets, Pipeline Assets or Retail Service Assets, provided that the Net Cash Proceedsrequirements of Section 2.10 and, if anyapplicable, of such boot or other assets (including any “boot” received 6.12 are complied with in the form of cash) are applied as (and to the extent) required by Section 2.11(c), and (v) no Default or Event of Default then exists or would result therefromconnection therewith.

Limitation on Disposition of Property. Dispose of any of its ------------------------------------- Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by Sections 6.03(aSection 7.4(d), (b7.4(e), (c), (d), (f7.4(f) and (g) and Investments permitted by Section 6.07(for 7.4(h); (d) any Recovery Event, provided, that the requirements of Restricted Payments permitted under Section 2.11(c) are complied with in connection therewith7.6; (e) each of the Company and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transactionInvestments permitted by Section 7.8; (f) the Scheduled Dispositions, so long as sale or issuance of the Capital Stock of any Subsidiary of Holdings (other than the Borrower) to Holdings or any other Subsidiary of Holdings; provided that (i) each any such Disposition is sale or issuance by any Subsidiary of -------- Holdings (other than a member of the Specified Group) to any member of the Specified Group shall be limited as provided in an arm’s-length transaction Section 7.8(c) and the Company or the respective Subsidiary receives at least Fair Market Value therefor, (ii) the consideration received by the Company no Domestic Subsidiary of Holdings shall sell or issue any of its relevant Capital Stock to any Foreign Subsidiary consists solely of cash and is paid at the time of the closing of such sale, and (iii) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c)Holdings; (g) Permitted Sale-Leaseback Transactions permitted by Section 6.10; (h) the Disposition of other assets (other than the Capital Stock of any Wholly Owned Subsidiary, unless all of the Capital Stock of such Wholly Owned Subsidiary is sold in accordance with this clause (h)) having a Fair Market Value fair market value not to exceed 5% of Consolidated Total Assets (calculated as of the most recent fiscal period for which financial statements have been delivered pursuant to Section 5.01) $25,000,000 in the aggregate for any fiscal year of the CompanyBorrower, so long as (iprovided that the requirements of Section 2.12(d) no Default or Event of Default then exists or would result therefrom, (ii) each such Disposition is are complied with in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value, (iii) the consideration is paid at the time of the closing of such Disposition, and (iv) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c); (i) the Company or any Subsidiary may (i) sell or pledge Permitted Receivables Facility Assets pursuant to Permitted Receivables Facilities and (ii) may sell accounts receivable and notes receivable pursuant to Permitted Factoring Transactions; provided that, to the extent any Permitted Factoring Transaction gives rise to obligations that are recourse to the Company or any Subsidiary of the Company (in each case other than limited recourse customary for factoring transactions of the same kind and solely recourse to the particular assets or group of assets subject to such Permitted Factoring Transaction, as the case may be), the aggregate face amount of all such Permitted Factoring Transactions giving rise to recourse obligations shall not exceed $100,000,000 during any fiscal year of the Company-------- connection therewith; and (jh) Asset Swaps made in accordance with any Recovery Event, provided that the requirements of the definition thereof, so long as (iSection -------- 2.12(d) if the Fair Market Value of the assets transferred exceeds $10,000,000, the board of directors of the Company approves such transfer and exchange, (ii) the Fair Market Value of any property or assets received are complied with in connection therewith is at least equal to the Fair Market Value of the property or assets so transferred, (iii) each such Asset Swap is effected in connection with an Investment permitted by Section 6.07, (iv) to the extent applicable, any “boot” or other assets received by the Company or any of its Subsidiaries complies with the requirements of clause (iii) above and the Net Cash Proceeds, if any, of such boot or other assets (including any “boot” received in the form of cash) are applied as (and to the extent) required by Section 2.11(c), and (v) no Default or Event of Default then exists or would result therefromtherewith.

Limitation on Disposition of Property. Dispose Except for Excluded Subsidiaries, dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory inventory, hydrocarbon production, other mineral products and products refined therefrom in the ordinary course of business; (c) Dispositions permitted by Sections 6.03(a), (b), (c), (d), (f) and (g) and Investments permitted by Section 6.07(f7.4(b); (d) the sale or issuance of any Subsidiary's Capital Stock to the Borrower or any Subsidiary Guarantor; (e) any Recovery Event, provided, that the requirements of Section 2.11(c2.10(c) are complied with in connection therewith; (ef) each of the Company Dispositions pursuant to sale and its Subsidiaries may sell or discountleaseback transactions, in each case without recourse and in an aggregate principal amount not to exceed $50,000,000, provided that the ordinary course requirements of business, accounts receivable arising in the ordinary course of business, but only Section 2.10(c) are complied with in connection with the compromise or collection thereof and not as part of any financing transaction; (f) the Scheduled Dispositions, so long as (i) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value therefor, (ii) the consideration received by the Company or its relevant Subsidiary consists solely of cash and is paid at the time of the closing of such sale, and (iii) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c)therewith; (g) Permitted Sale-Leaseback Transactions permitted by Section 6.10; (h) other Dispositions outside the Disposition ordinary course of other assets (other than business occurring during the Capital Stock term of any Wholly Owned Subsidiary, unless all of the Capital Stock of such Wholly Owned Subsidiary is sold in accordance with this clause (h)) having a Fair Market Value not to exceed 5% of Consolidated Total Assets (calculated as of the most recent fiscal period for Agreement which financial statements have been delivered pursuant to Section 5.01) in the aggregate for any fiscal year of the Company, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value, (iii) the consideration is paid at the time of the closing of such Disposition, and (iv) the Net Cash Proceeds therefrom are applied and/or reinvested as (and yield gross proceeds to the extent) required by Section 2.11(c); (i) the Company or any Subsidiary may (i) sell or pledge Permitted Receivables Facility Assets pursuant to Permitted Receivables Facilities and (ii) may sell accounts receivable and notes receivable pursuant to Permitted Factoring Transactions; provided that, to the extent any Permitted Factoring Transaction gives rise to obligations that are recourse to the Company or any Subsidiary of the Company (in each case other than limited recourse customary for factoring transactions of the same kind and solely recourse to the particular assets or group of assets subject to such Permitted Factoring Transaction, as the case may be), the aggregate face amount of all such Permitted Factoring Transactions giving rise to recourse obligations shall not exceed $100,000,000 during any fiscal year of the Company; and (j) Asset Swaps made in accordance with the requirements of the definition thereof, so long as (i) if the Fair Market Value of the assets transferred exceeds $10,000,000, the board of directors of the Company approves such transfer and exchange, (ii) the Fair Market Value of any property or assets received in connection therewith is at least equal to the Fair Market Value of the property or assets so transferred, (iii) each such Asset Swap is effected in connection with an Investment permitted by Section 6.07, (iv) to the extent applicable, any “boot” or other assets received by the Company Borrower or any of its Subsidiaries complies with (valued at fair market value in the case of non-cash proceeds) in an aggregate amount not in excess of $50,000,000, provided that the requirements of clause (iii) above and the Net Cash Proceeds, if any, of such boot or other assets (including any “boot” received in the form of cashSection 2.10(c) are applied as complied with in connection therewith; and (and to h) any Disposition of Marine Services Assets or Pipeline Assets, provided that the extentrequirements of Section 2.10(c) required by Section 2.11(c), and (v) no Default or Event of Default then exists or would result therefromare complied with in connection therewith.