Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property or surplus property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by Sections 7.4(b), (c) and (d); (d) the sale or issuance of the Capital Stock of any Subsidiary of an Applicable Party to such Applicable Party, any Subsidiary Guarantor or any Mortgage/Mezzanine Borrower; (e) the Disposition of other assets (other than the Affiliate Revolving Notes, the Secured Guarantor Notes, the Affiliate Borrower Loan Documents and the Subordinated Affiliate Notes Payable), provided that, (i) such Disposition is at fair market value, as reasonably determined by the ASOT Group Member making such Disposition, (ii) such Disposition shall not result in a Material Adverse Effect, (iii) at the time of such Disposition, a certificate of a Responsible Officer shall have been delivered to the Administrative Agent, which shall include (A) a computation demonstrating pro forma compliance with the covenants contained in Section 7.1(b) after giving effect to such Disposition and (B) a certification that no Default or Event of Default shall have occurred and be continuing at such time or after giving effect to such Disposition and (iv) the requirements of Section 2.12(c) are complied with in connection therewith, to the extent necessary; (f) any Recovery Event, provided, that the requirements of Section 2.12(c) are complied with in connection therewith; (g) Permitted Leases; (h) Investments permitted by Section 7.8; (i) Asset Sales pursuant to “forced-sale,” “buy-sell,” “put-call” or similar arrangements in joint venture agreements of the Joint Ventures in effect on the date hereof; (j) licenses of Intellectual Property in the ordinary course of business; (k) Dispositions, by means of trade-in, of equipment used in the ordinary course of business, so long as such equipment is replaced or substituted, substantially concurrently, by like-equipment; (l) the sale or issuance of the Capital Stock of Holdings I Corp, Holdings I, Holdings II, the Principal Guarantor, Secured Note LLC or OC/SD JV Holdings LLC to any Person; provided that, if such Person is not a Parent/Affiliate Guarantor on the date of such sale or issuance, such Person shall contemporaneously become an Additional Guarantor in accordance with Section 6.10(c); and (m) the Borrower may Dispose of the German Assets to the Affiliate Borrower I-B; provided that, the Affiliate Borrower I-B contemporaneously complies with Section 6.10(c) of the Affiliate Borrower I-B Credit Agreement.
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 PersonPerson (other than to the Borrower or to a Subsidiary Guarantor), except:
(a) the Disposition of obsolete (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 Property or surplus property (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 inventory the Borrower’s or such Subsidiary’s primary products and services in the ordinary course of business;
(c) Dispositions permitted by Sections 7.4(b), (c) and (d)Section 7.4;
(d) the sale or issuance of the (i) any Subsidiary’s Capital Stock of to the Borrower or any Subsidiary (so long as the percentage ownership by the Borrower and the Subsidiary Guarantors of an Applicable Party such Subsidiary’s Capital Stock shall not be reduced due to such Applicable Partysale or issuance) or (ii) to the extent not resulting in a Change of Control, any Subsidiary Guarantor or any Mortgage/Mezzanine 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 other assets at least 75% cash (with the assumption of Indebtedness (other than Indebtedness subordinated in right of payment to any of the Affiliate Revolving Notes, Obligations or to any of the Secured obligations of any Guarantor Notes, under Section 2 of the Affiliate Borrower Loan Documents Guaranty and Collateral Agreement) and the Subordinated Affiliate Notes Payable), provided that, sale for cash within thirty (i30) such Disposition is at fair market value, days of receipt of securities received counted as reasonably determined by the ASOT Group Member making such Disposition, cash) and (ii) the Net Cash Proceeds of any such Disposition shall not result in a Material Adverse Effect, (iii) at the time of such Disposition, a certificate of a Responsible Officer shall have been delivered to the Administrative Agent, which shall include (A) a computation demonstrating pro forma compliance with the covenants contained in sale are applied as required by Section 7.1(b) after giving effect to such Disposition and (B) a certification that no Default or Event of Default shall have occurred and be continuing at such time or after giving effect to such Disposition and (iv) the requirements of Section 2.12(c) are complied with in connection therewith, to the extent necessary2.12;
(f) any Recovery Event, provided, provided that the requirements of Section 2.12(c) 2.12 are complied with in connection therewith;
(g) Permitted Leasesa 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) Investments permitted by Section 7.8the sale or other Disposition of cash or Cash Equivalents in the ordinary course of business;
(i) Asset Sales pursuant to “forced-sale,” “buy-sell,” “put-call” the license or similar arrangements in joint venture agreements of the Joint Ventures in effect on the date hereof;
(j) licenses sublicense of Intellectual Property in the ordinary course of business;
(kj) Dispositionsany lease, by means license, sublease or sublicense of trade-in, of equipment used any property in the ordinary course of business, so long as such equipment is replaced or substituted, substantially concurrently, by like-equipment;
(l) the sale or issuance of the Capital Stock of Holdings I Corp, Holdings I, Holdings II, the Principal Guarantor, Secured Note LLC or OC/SD JV Holdings LLC to any Personcourse; provided that, if such Person is not a Parent/Affiliate Guarantor on that the date requirements of such sale or issuance, such Person shall contemporaneously become an Additional Guarantor Section 7.3 are complied with in accordance with Section 6.10(c)connection therewith; and
(mk) the Borrower may Dispose write-off, discount sale or other Disposition of the German Assets to the Affiliate Borrower I-B; provided that, the Affiliate Borrower I-B contemporaneously complies with Section 6.10(c) of the Affiliate Borrower I-B Credit Agreementdefaulted 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, including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of obsolete or worn out property or surplus property in the ordinary course of business;
(b) the sale of inventory and other assets held for sale in the ordinary course of business;
(c) Dispositions permitted by Sections 7.4(bSection 6.4 (other than Section 6.4(b)(ii), (c) and (d);
(d) (i) the sale or issuance of the any Restricted Subsidiary’s Capital Stock (other than the Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Subsidiary Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of an Applicable Party to such Applicable Partyany Capital Stock of, or any Indebtedness or other securities of, any Subsidiary Guarantor or any Mortgage/Mezzanine BorrowerUnrestricted Subsidiary;
(e) Dispositions of receivables pursuant to factoring agreements or other similar agreements or arrangements including to a Permitted Receivables Financing Subsidiary in connection with a Permitted Receivables Financing, in each case so long as the Disposition of other assets (other than the Affiliate Revolving Notes, the Secured Guarantor Notes, the Affiliate Borrower Loan Documents and the Subordinated Affiliate Notes Payable), provided that, (i) consideration for any such Disposition is at fair market value, as reasonably determined by in the ASOT Group Member making such Disposition, (ii) such Disposition shall not result in a Material Adverse Effect, (iii) at the time form of cash or retained Capital Stock or subordinated interests of such Disposition, a certificate of a Responsible Officer shall have been delivered to Permitted Receivables Financing Subsidiary or subordinated interests in the Administrative Agent, which shall include (A) a computation demonstrating pro forma compliance with the covenants contained in Section 7.1(b) after giving effect to such Disposition and (B) a certification that no Default or Event of Default shall have occurred and be continuing at such time or after giving effect to such Disposition and (iv) the requirements of Section 2.12(c) are complied with in connection therewith, to the extent necessaryPermitted Receivables Financing Assets being sold;
(f) any Recovery Event, provided, that the requirements Disposition of Section 2.12(c) are complied with in connection therewithcash or Cash Equivalents;
(gi) Permitted Leasesthe license or sub-license of Intellectual Property in the ordinary course of business and (ii) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any Intellectual Property;
(h) Investments permitted by the lease, sublease, license or sublicense of property as described in Section 7.86.3(i);
(i) Asset Sales pursuant to “forced-sale,” “buy-sell,” “put-call” the Disposition of surplus or similar arrangements other property no longer used or useful in joint venture agreements the business of the Joint Ventures in effect on the date hereof;
(j) licenses of Intellectual Property Group Members in the ordinary course of business;
(j) so long as no Event of Default has occurred and is continuing at the time of closing thereof, the Disposition (including, for the avoidance of doubt, the Permitted English Business Sale) of other assets from and after the Closing Date so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $4.8 million, at least 75.0% of the consideration is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole, (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $9.6 million, such Disposition is made at fair value (as determined by Mid-Holdings in good faith) and (iii) 100% of the Net Cash Proceeds are applied in accordance to Section 2.14; provided, that (A) any liabilities (as shown on Mid-Holdings’ or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Mid-Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Mid-Holdings and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Mid-Holdings or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined by Mid-Holdings in good faith) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed $6.0 million, 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 for purposes of clause (j)(i) to be cash;
(k) Dispositionsthe Disposition of assets subject to or in connection with any Recovery Event;
(l) Dispositions consisting of Restricted Payments permitted by Section 6.6;
(m) Dispositions consisting of Investments permitted by Section 6.7;
(n) Dispositions consisting of Liens permitted by Section 6.3;
(o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10;
(p) Dispositions of property to any Group Member; provided, by means that if the transferor of tradesuch property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-inLoan Party Subsidiary in accordance with Section 6.7;
(q) 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;
(r) Dispositions of equipment used accounts receivable in connection with the collection or compromise thereof in the ordinary course of business (and not for financing purposes);
(s) the unwinding of any Hedge Agreement;
(t) in order to resolve disputes that occur in the ordinary course of business, so long as such equipment is replaced the Group Members may discount or substitutedotherwise compromise for less than the face value thereof, substantially concurrently, by like-equipmentnotes or accounts receivable;
(lu) the sale any Group Member may sell or issuance dispose of the shares of Capital Stock of Holdings I Corp, Holdings I, Holdings II, any of its Subsidiaries in order to qualify members of the Principal Guarantor, Secured Note LLC or OC/SD JV Holdings LLC governing body of the Subsidiary if and to any Person; provided that, if such Person is not a Parent/Affiliate Guarantor on the date of such sale or issuance, such Person shall contemporaneously become an Additional Guarantor in accordance with Section 6.10(c)extent required by applicable law; and
(mv) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the Borrower may Dispose proceeds of the German Assets such Disposition are promptly applied to the Affiliate Borrower Ipurchase price of such replacement property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-B; provided that, the Affiliate Borrower I-B contemporaneously complies with Section 6.10(cLoan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the Affiliate Borrower Idefinition of such term after giving effect to such transaction) shall be deemed an Investment in a Non-B Credit AgreementLoan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined by Mid-Holdings in good faith) of such Subsidiary Guarantor prior to giving effect to such transaction.
Appears in 1 contract
Sources: Junior Lien Term Loan Credit Agreement (Forterra, Inc.)
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 any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of obsolete or worn out property or surplus property in the ordinary course of business;
(b) the sale of inventory and other assets held for sale in the ordinary course of business;
(c) Dispositions permitted by Sections 7.4(bSection 6.4 (other than Section 6.4(b)(ii), (c) and (d);
(d) (i) the sale or issuance of the any Restricted Subsidiary’s Capital Stock (other than the Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Subsidiary Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of an Applicable Party to such Applicable Partyany Capital Stock of, or any Indebtedness or other securities of, any Subsidiary Guarantor or any Mortgage/Mezzanine BorrowerUnrestricted Subsidiary;
(e) Dispositions of receivables pursuant to factoring agreements or other similar agreements or arrangements including to a Permitted Receivables Financing Subsidiary in connection with a Permitted Receivables Financing, in each case so long as the Disposition of other assets (other than the Affiliate Revolving Notes, the Secured Guarantor Notes, the Affiliate Borrower Loan Documents and the Subordinated Affiliate Notes Payable), provided that, (i) consideration for any such Disposition is at fair market value, as reasonably determined by in the ASOT Group Member making such Disposition, (ii) such Disposition shall not result in a Material Adverse Effect, (iii) at the time form of cash or retained Capital Stock or subordinated interests of such Disposition, a certificate of a Responsible Officer shall have been delivered to Permitted Receivables Financing Subsidiary or subordinated interests in the Administrative Agent, which shall include (A) a computation demonstrating pro forma compliance with the covenants contained in Section 7.1(b) after giving effect to such Disposition and (B) a certification that no Default or Event of Default shall have occurred and be continuing at such time or after giving effect to such Disposition and (iv) the requirements of Section 2.12(c) are complied with in connection therewith, to the extent necessaryPermitted Receivables Financing Assets being sold;
(f) any Recovery Event, provided, that the requirements Disposition of Section 2.12(c) are complied with in connection therewithcash or Cash Equivalents;
(gi) Permitted Leasesthe license or sub-license of Intellectual Property in the ordinary course of business and (ii) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any Intellectual Property;
(h) Investments permitted by the lease, sublease, license or sublicense of property as described in Section 7.86.3(i);
(i) Asset Sales pursuant to “forced-sale,” “buy-sell,” “put-call” the Disposition of surplus or similar arrangements other property no longer used or useful in joint venture agreements the business of the Joint Ventures in effect on the date hereof;
(j) licenses of Intellectual Property Group Members in the ordinary course of business;
(j) so long as no Event of Default has occurred and is continuing at the time of closing thereof, the Disposition (including, for the avoidance of doubt, the Permitted English Business Sale) of other assets from and after the Closing Date so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $4.0 million, at least 75.0% of the consideration is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole, (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, such Disposition is made at fair value (as determined by Mid-Holdings in good faith) and (iii) 100% of the Net Cash Proceeds are applied in accordance to Section 2.14; provided, that (A) any liabilities (as shown on Mid-Holdings’ or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Mid-Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Mid-Holdings and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Mid-Holdings or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined by Mid-Holdings in good faith) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed $5.0 million, 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 for purposes of clause (j)(i) to be cash;
(k) Dispositionsthe Disposition of assets subject to or in connection with any Recovery Event;
(l) Dispositions consisting of Restricted Payments permitted by Section 6.6;
(m) Dispositions consisting of Investments permitted by Section 6.7;
(n) Dispositions consisting of Liens permitted by Section 6.3;
(o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10;
(p) Dispositions of property to any Group Member; provided, by means that if the transferor of tradesuch property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-inLoan Party Subsidiary in accordance with Section 6.7;
(q) 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;
(r) Dispositions of equipment used accounts receivable in connection with the collection or compromise thereof in the ordinary course of business (and not for financing purposes);
(s) the unwinding of any Hedge Agreement;
(t) in order to resolve disputes that occur in the ordinary course of business, so long as such equipment is replaced the Group Members may discount or substitutedotherwise compromise for less than the face value thereof, substantially concurrently, by like-equipmentnotes or accounts receivable;
(lu) the sale any Group Member may sell or issuance dispose of the shares of Capital Stock of Holdings I Corp, Holdings I, Holdings II, any of its Subsidiaries in order to qualify members of the Principal Guarantor, Secured Note LLC or OC/SD JV Holdings LLC governing body of the Subsidiary if and to any Person; provided that, if such Person is not a Parent/Affiliate Guarantor on the date of such sale or issuance, such Person shall contemporaneously become an Additional Guarantor in accordance with Section 6.10(c)extent required by applicable law; and
(mv) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the Borrower may Dispose proceeds of the German Assets such Disposition are promptly applied to the Affiliate Borrower Ipurchase price of such replacement property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-B; provided that, the Affiliate Borrower I-B contemporaneously complies with Section 6.10(cLoan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the Affiliate Borrower Idefinition of such term after giving effect to such transaction) shall be deemed an Investment in a Non-B Credit AgreementLoan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined by Mid-Holdings in good faith) of such Subsidiary Guarantor prior to giving effect to such transaction.
Appears in 1 contract
Sources: Senior Lien Term Loan Credit Agreement (Forterra, 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 Capital Stock to any Person, except:
(a) the Disposition (other than to Parent or Holdings) in the ordinary course of business of obsolete or worn out property property, or surplus real property not needed in the ordinary course of Borrower’s business;
(b) the sale of 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 $2,000,000 in the aggregate for any fiscal year of the Borrower;
(c) Dispositions permitted by Sections 7.4(b), (cSection 6.4(b) and (d)Dispositions of Cash Equivalents;
(d) the sale or issuance of the any Subsidiary’s Capital Stock of to the Borrower or any Subsidiary of an Applicable Party to such Applicable Party, any Subsidiary Guarantor or any Mortgage/Mezzanine BorrowerGuarantor;
(e) the Disposition (other than to Parent or Holdings) of other assets having a fair market value not to exceed $2,000,000 in the aggregate for any fiscal year of the Borrower;
(f) the Disposition (other than to Parent or Holdings) of Towers in exchange for Towers with Total Tower Revenue at least equal in amount to the Affiliate Revolving Notesrevenue of such Disposed Towers;
(g) any Asset Sale, the Secured Guarantor Notesincluding, the Affiliate Borrower Loan Documents and the Subordinated Affiliate Notes Payable)without limitation, provided thatpursuant to Securitization Arrangements, or Recovery Event, provided, (ix) such Disposition is at fair market valuein each case, as reasonably determined by the ASOT Group Member making such Disposition, (ii) such Disposition shall not result in a Material Adverse Effect, (iii) at the time of such Disposition, a certificate of a Responsible Officer shall have been delivered to the Administrative Agent, which shall include (A) a computation demonstrating pro forma compliance with the covenants contained in Section 7.1(b) after giving effect to such Disposition and (B) a certification that no Default or Event of Default shall have occurred and be continuing at such time or after giving effect to such Disposition and (iv) the requirements of Section 2.12(c2.6(b) are complied with in connection therewiththerewith and (y) in the case of any Asset Sale (other than to an Unrestricted Subsidiary as part of any Securitization Arrangement), to at least 90% of the extent necessary;
(f) any Recovery Event, provided, that consideration payable for such Asset Sale is paid in cash on the requirements date of Section 2.12(c) are complied with in connection therewith;
(g) Permitted Leasessuch Disposition;
(h) Investments permitted by Dispositions of (i) non-Qualified Towers, (ii) work-in-progress related to cancelled sites, (iii) assets related to the Services Business, provided that, in each case, requirements of Section 7.8;2.6(b) are complied with; and
(i) Asset Sales pursuant to “forced-sale,” “buy-sell,” “put-call” the Disposition of Towers or similar arrangements in joint venture agreements of the Joint Ventures in effect on the date hereof;
(j) licenses of Intellectual Property in the ordinary course of business;
(k) Dispositions, Tower sites by means of trade-in, of equipment used in the ordinary course of business, so long as such equipment is replaced or substituted, substantially concurrently, by like-equipment;
(l) the sale or issuance of the Capital Stock of Holdings I Corp, Holdings I, Holdings II, the Principal Guarantor, Secured Note LLC or OC/SD JV Holdings LLC to any Person; provided that, if such Person is not a Parent/Affiliate Guarantor on the date of such sale or issuance, such Person shall contemporaneously become an Additional Guarantor in accordance with Section 6.10(c); and
(m) the Borrower may Dispose or any of the German Assets its Subsidiaries to the Affiliate Borrower I-B; provided that, the Affiliate Borrower I-B contemporaneously complies with Section 6.10(c) of the Affiliate Borrower I-B Credit Agreementor a Subsidiary Guarantor.
Appears in 1 contract
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 any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of obsolete or worn out property or surplus property in the ordinary course of business;
(b) the sale of inventory and other assets held for sale in the ordinary course of business;
(c) Dispositions permitted by Sections 7.4(bSection 6.4 (other than Section 6.4(b)(ii), (c) and (d);
(d) (i) the sale or issuance of the any Restricted Subsidiary’s Capital Stock (other than the Initial Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Subsidiary Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of an Applicable Party to such Applicable Partyany Capital Stock of, or any Indebtedness or other securities of, any Subsidiary Guarantor or any Mortgage/Mezzanine BorrowerUnrestricted Subsidiary;
(e) Dispositions of receivables pursuant to factoring agreements or other similar agreements or arrangements including to a Permitted Receivables Financing Subsidiary in connection with a Permitted Receivables Financing, in each case so long as the Disposition of other assets (other than the Affiliate Revolving Notes, the Secured Guarantor Notes, the Affiliate Borrower Loan Documents and the Subordinated Affiliate Notes Payable), provided that, (i) consideration for any such Disposition is at fair market value, as reasonably determined by in the ASOT Group Member making such Disposition, (ii) such Disposition shall not result in a Material Adverse Effect, (iii) at the time form of cash or retained Capital Stock or subordinated interests of such Disposition, a certificate of a Responsible Officer shall have been delivered to Permitted Receivables Financing Subsidiary or subordinated interests in the Administrative Agent, which shall include (A) a computation demonstrating pro forma compliance with the covenants contained in Section 7.1(b) after giving effect to such Disposition and (B) a certification that no Default or Event of Default shall have occurred and be continuing at such time or after giving effect to such Disposition and (iv) the requirements of Section 2.12(c) are complied with in connection therewith, to the extent necessaryPermitted Receivables Financing Assets being sold;
(f) any Recovery Event, provided, that the requirements Disposition of Section 2.12(c) are complied with in connection therewithcash or Cash Equivalents;
(gi) Permitted Leasesthe license or sub-license of Intellectual Property in the ordinary course of business and (ii) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any Intellectual Property;
(h) Investments permitted by the lease, sublease, license or sublicense of property as described in Section 7.86.3(i);
(i) Asset Sales pursuant to “forced-sale,” “buy-sell,” “put-call” the Disposition of surplus or similar arrangements other property no longer used or useful in joint venture agreements the business of the Joint Ventures in effect on the date hereof;
(j) licenses of Intellectual Property Group Members in the ordinary course of business;
(j) so long as no Event of Default has occurred and is continuing at the time of closing thereof, the Disposition (including, for the avoidance of doubt, the Permitted English Business Sale) of other assets from and after the Closing Date so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $4.0 million, at least 75.0% of the consideration is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole, (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million such Disposition is made at fair value (as determined by Mid-Holdings in good faith) and (iii) solely with respect to a Permitted English Business Sale, after giving effect thereto the Total Revolving Credit Exposure does not exceed the Line Cap; provided, that (A) any liabilities (as shown on Mid-Holdings’ or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Mid-Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and, in the case of liabilities that constitute Indebtedness, for which Mid-Holdings and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Mid-Holdings or such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined by Mid-Holdings in good faith) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that has not been converted into cash, does not exceed $5.0 million, 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 for purposes of clause (j)(i) to be cash;
(k) Dispositionsthe Disposition of assets subject to or in connection with any Recovery Event;
(l) Dispositions consisting of Restricted Payments permitted by Section 6.6;
(m) Dispositions consisting of Investments permitted by Section 6.7;
(n) Dispositions consisting of Liens permitted by Section 6.3;
(o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10;
(p) Dispositions of property to any Group Member; provided, by means that if the transferor of tradesuch property is a Loan Party (i) the transferee thereof must be a Loan Party (or must become a Subsidiary Guarantor substantially simultaneously with such Disposition) or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Non-inLoan Party Subsidiary in accordance with Section 6.7;
(q) 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;
(r) Dispositions of equipment used accounts receivable in connection with the collection or compromise thereof in the ordinary course of business (and not for financing purposes);
(s) the unwinding of any Hedge Agreement;
(t) in order to resolve disputes that occur in the ordinary course of business, so long as such equipment is replaced the Group Members may discount or substitutedotherwise compromise for less than the face value thereof, substantially concurrently, by like-equipmentnotes or accounts receivable;
(lu) the sale any Group Member may sell or issuance dispose of the shares of Capital Stock of Holdings I Corp, Holdings I, Holdings II, any of its Subsidiaries in order to qualify members of the Principal Guarantor, Secured Note LLC or OC/SD JV Holdings LLC governing body of the Subsidiary if and to any Person; provided that, if such Person is not a Parent/Affiliate Guarantor on the date of such sale or issuance, such Person shall contemporaneously become an Additional Guarantor in accordance with Section 6.10(c)extent required by applicable law; and
(mv) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the Borrower may Dispose proceeds of the German Assets such Disposition are promptly applied to the Affiliate Borrower Ipurchase price of such replacement property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral. Any Disposition of Capital Stock of any Loan Party from one Group Member to another Group Member otherwise permitted by this Section 6.5 that results in any Subsidiary Guarantor becoming a Non-B; provided that, the Affiliate Borrower I-B contemporaneously complies with Section 6.10(cLoan Party Subsidiary or an Excluded Subsidiary (pursuant to clause (d) of the Affiliate Borrower Idefinition of such term after giving effect to such transaction) shall be deemed an Investment in a Non-B Credit AgreementLoan Party Subsidiary for purposes of (and subject to) Section 6.7 in an amount equal to the fair market value (as reasonably determined by Mid-Holdings in good faith) of such Subsidiary Guarantor prior to giving effect to such transaction.
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Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of obsolete or worn out property or surplus property in the ordinary course of business;
(b) the sale of inventory (including Hydrocarbons sold as produced) for cash on ordinary trade terms in the ordinary course of businessbusiness but not the sale of a production payment; provided that no contract for the sale of Hydrocarbons shall obligate the Borrower or any of its Subsidiary to deliver Hydrocarbons at a future date without receiving full payment therefor within 90 days after delivery;
(c) Dispositions permitted by Sections 7.4(b), (c) and (dSection 6.3(b);
(d) the sale or issuance by the Borrower of the its Capital Stock so long as the provisions of Section 2.7(a) (to the extent applicable thereto) are complied with and the sale or issuance of any Subsidiary of an Applicable Party Subsidiary’s Capital Stock to such Applicable Party, the Borrower or to any Subsidiary Guarantor or any Mortgage/Mezzanine BorrowerGuarantor;
(e) the Disposition granting of other assets (other than the Affiliate Revolving Notes, the Secured Guarantor Notes, the Affiliate Borrower Loan Documents oil and gas mineral leases and the Subordinated Affiliate Notes Payable)farming out of interests in Oil and Gas Properties that have no Proved Developed Producing Reserves, provided thatin either case in the ordinary course of business, (i) such Disposition is at fair on market value, as reasonably determined by the ASOT Group Member making such Disposition, (ii) such Disposition shall not result terms and in a Material Adverse Effect, (iii) at the time of such Disposition, a certificate of a Responsible Officer shall have been delivered to the Administrative Agent, which shall include (A) a computation demonstrating pro forma compliance with the covenants contained in Section 7.1(b) after giving effect to such Disposition and (B) a certification that no Default or Event of Default shall have occurred and be continuing at such time or after giving effect to such Disposition and (iv) the requirements of Section 2.12(c) are complied with in connection therewith, to the extent necessaryarms’ length transactions;
(f) any Recovery Event, provided, termination of Hedging Agreements;
(g) abandonment of Oil and Gas Properties not capable of producing Hydrocarbons in paying quantities in accordance with and after expiration of their primary terms; provided that the requirements of Section 2.12(c2.7(b) are complied with in connection therewith;
(g) Permitted Leases;
(h) Investments permitted by Section 7.8Dispositions of claims against customers, working interest owners, other industry partners or any other Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect to any such Person and Dispositions of any Property received from any such Persons in connection with any such workouts, bankruptcy, insolvency or other similar proceedings;
(i) Asset Sales pursuant to “forced-sale,” “buy-sell,” “put-call” the sale or similar arrangements in joint venture agreements discount of the Joint Ventures in effect on the date hereof;
(j) licenses of Intellectual Property in the ordinary course of business;
(k) Dispositions, by means of trade-in, of equipment used overdue accounts receivable arising in the ordinary course of business, so long as but only in connection with the compromise or collection thereof; provided, that, for the term of this Agreement, the aggregate original amount of all such equipment is replaced or substitutedaccounts receivable shall not exceed $1,000,000;
(j) the granting of royalty, substantially concurrently, by like-equipmentoverriding royalty and similar interests in Oil and Gas Properties that have no Proved Developed Producing Reserves in the ordinary course of business and on standard industry terms;
(k) any Disposition of any assets in connection with a Recovery Event; provided that the requirements of Section 2.7(b) are complied with in connection therewith; and
(l) the sale Disposition of other assets and the issuance of any Subsidiary’s or the Borrower’s Capital Stock for which the Loan Parties receive consideration at the time of such Disposition at least equal to the fair market value of such assets and 90% of such consideration is in the form of cash; provided that the requirements of Sections 2.7(a) and 2.7(b) are complied with in connection therewith and the terms and conditions of such Disposition or issuance shall have been approved in writing by the Administrative Agent in its Permitted Discretion; provided, further, that Dispositions of Oil and Gas Properties of the Capital Stock of Holdings I Corp, Holdings I, Holdings II, Loan Parties located in the Principal Guarantor, Secured Note LLC or OC/SD JV Holdings LLC to Offshore Waters shall not require any Person; provided that, if such Person is not a Parent/Affiliate Guarantor on the date of such sale or issuance, such Person shall contemporaneously become an Additional Guarantor in accordance with Section 6.10(c); and
(m) the Borrower may Dispose approval of the German Assets to the Affiliate Borrower I-B; provided that, the Affiliate Borrower I-B contemporaneously complies with Section 6.10(c) of the Affiliate Borrower I-B Credit AgreementAdministrative Agent.
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Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition (other than to the Parent or Holdings) in the ordinary course of business of obsolete or worn out property property, or surplus real property not needed in the ordinary course of Borrower’s business;
(b) the sale of 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 Sections Section 7.4(b), (c) and (d)Dispositions of Cash Equivalents;
(d) the sale or issuance of the any Subsidiary’s Capital Stock of to the Borrower or any Subsidiary of an Applicable Party to such Applicable Party, any Subsidiary Guarantor or any Mortgage/Mezzanine BorrowerGuarantor;
(e) the Disposition (other than to the Parent or Holdings) of other assets (other than the Affiliate Revolving Notes, the Secured Guarantor Notes, the Affiliate Borrower Loan Documents and the Subordinated Affiliate Notes Payable), provided that, (i) such Disposition is at having a fair market value, as reasonably determined by value not to exceed $1,000,000 in the ASOT Group Member making such Disposition, (ii) such Disposition shall not result in a Material Adverse Effect, (iii) at aggregate for any fiscal year of the time of such Disposition, a certificate of a Responsible Officer shall have been delivered to the Administrative Agent, which shall include (A) a computation demonstrating pro forma compliance with the covenants contained in Section 7.1(b) after giving effect to such Disposition and (B) a certification that no Default or Event of Default shall have occurred and be continuing at such time or after giving effect to such Disposition and (iv) the requirements of Section 2.12(c) are complied with in connection therewith, to the extent necessaryBorrower;
(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, (x) in each case, that the requirements of Section 2.12(c2.7(a) or 2.7(b), as applicable, are complied with in connection therewith;
therewith and (gy) Permitted Leasesin the case of any such Disposition, at least 90% of the consideration payable for such Disposition is paid in cash on the date of such Disposition;
(h) Investments permitted by Dispositions of (i) Towers that are not Qualified Towers, (ii) work-in-progress related to cancelled sites and (iii) assets related to the Services Business, provided that, in each case, the requirements of Section 7.82.7(a) are complied with;
(i) Asset Sales pursuant the Disposition of Towers or Tower sites by the Borrower or any of its Subsidiaries to “forced-sale,” “buy-sell,” “put-call” the Borrower or similar arrangements in joint venture agreements of the Joint Ventures in effect on the date hereof;a Subsidiary Guarantor; and
(j) licenses the Disposition of Intellectual certain Property separately identified in the ordinary course of business;
(k) Dispositions, writing by means of trade-in, of equipment used in the ordinary course of business, so long as such equipment is replaced or substituted, substantially concurrently, by like-equipment;
(l) the sale or issuance of the Capital Stock of Holdings I Corp, Holdings I, Holdings II, the Principal Guarantor, Secured Note LLC or OC/SD JV Holdings LLC to any Person; provided that, if such Person is not a Parent/Affiliate Guarantor on the date of such sale or issuance, such Person shall contemporaneously become an Additional Guarantor in accordance with Section 6.10(c); and
(m) the Borrower may Dispose of the German Assets to the Affiliate Borrower I-B; provided that, Administrative Agent and the Affiliate Borrower I-B contemporaneously complies with Section 6.10(c) of Lenders prior to the Affiliate Borrower I-B Credit AgreementRestatement Effective Date.
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, except:
(a) the Disposition of obsolete or worn out property or surplus property in the ordinary course of business;
(b) the sale of inventory (including Hydrocarbons sold as produced) for cash or on ordinary trade terms in the ordinary course of businessbusiness other than the sale of a production payment; provided that no contract for the sale of Hydrocarbons shall obligate the Borrower or any of its Subsidiary to deliver Hydrocarbons at a future date without receiving full payment therefor within 90 days after delivery;
(c) Dispositions permitted by Sections 7.4(b), (c) and (dSection 6.3(b);
(d) the sale or issuance by the Borrower of the its Capital Stock so long as the provisions of Section 2.7(a) (to the extent applicable thereto) are complied with and the sale or issuance of any Subsidiary of an Applicable Party Subsidiary's Capital Stock to such Applicable Party, the Borrower or to any Subsidiary Guarantor or any Mortgage/Mezzanine BorrowerGuarantor;
(e) the Disposition granting of other assets (other than the Affiliate Revolving Notes, the Secured Guarantor Notes, the Affiliate Borrower Loan Documents oil and gas mineral leases and the Subordinated Affiliate Notes Payable)farming out of interests in Oil and Gas Properties, provided thatin either case in the ordinary course of business, (i) such Disposition is at fair on market value, as reasonably determined by the ASOT Group Member making such Disposition, (ii) such Disposition shall not result terms and in a Material Adverse Effect, (iii) at the time of such Disposition, a certificate of a Responsible Officer shall have been delivered to the Administrative Agent, which shall include (A) a computation demonstrating pro forma compliance with the covenants contained in Section 7.1(b) after giving effect to such Disposition and (B) a certification that no Default or Event of Default shall have occurred and be continuing at such time or after giving effect to such Disposition and (iv) the requirements of Section 2.12(c) are complied with in connection therewith, to the extent necessaryarms' length transactions;
(f) any Recovery Event, provided, termination of Hedging Agreements;
(g) abandonment of Oil and Gas Properties not capable of producing Hydrocarbons in paying quantities after expiration of their primary terms; provided that the requirements of Section 2.12(c2.7(b) are complied with in connection therewith;
(g) Permitted Leases;
(h) Investments permitted by Section 7.8Dispositions of claims against customers, working interest owners, other industry partners or any other Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect to any such Person and Dispositions of any Property received from any such Persons in connection with any such workouts, bankruptcy, insolvency or other similar proceedings;
(i) Asset Sales pursuant to “forced-sale,” “buy-sell,” “put-call” the sale or similar arrangements in joint venture agreements discount of the Joint Ventures in effect on the date hereof;
(j) licenses of Intellectual Property in the ordinary course of business;
(k) Dispositions, by means of trade-in, of equipment used overdue accounts receivable arising in the ordinary course of business, so long as such equipment is replaced but only in connection with the compromise or substitutedcollection thereof;
(j) the granting of royalty, substantially concurrently, by like-equipmentoverriding royalty and similar interests in the ordinary course of business and on standard industry terms in Oil and Gas Properties;
(k) any Disposition of any assets in connection with a Recovery Event; provided that the requirements of Section 2.7(b) are complied with in connection therewith; and
(l) the sale or Disposition of other assets and the issuance of any Subsidiary's or the Borrower's Capital Stock for which the Loan Parties receive consideration at the time of Holdings I Corp, Holdings I, Holdings II, such Disposition at least equal to the Principal Guarantor, Secured Note LLC or OC/SD JV Holdings LLC to any Personfair market value of such assets and 90% of such consideration is in the form of cash; provided that, if such Person is not a Parent/Affiliate Guarantor on that the date requirements of such sale or issuance, such Person shall contemporaneously become an Additional Guarantor in accordance with Section 6.10(c); and
(mSections 2.7(a) the Borrower may Dispose of the German Assets to the Affiliate Borrower I-B; provided that, the Affiliate Borrower I-B contemporaneously complies with Section 6.10(c) of the Affiliate Borrower I-B Credit Agreement.and 2.7
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Limitation on Disposition of Property. Dispose of any of its ------------------------------------- Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's Capital Stock to any Person, except:
(a) the Disposition of obsolete or obsolete, worn out property or surplus property in the ordinary course of business;
(b) the sale or lease of inventory or equipment in the ordinary course of business;
(c) Dispositions permitted by Sections 7.4(b)the sale or discount, (c) and (d)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 any Subsidiary's Capital Stock to the Borrower or of the Borrower to Holdings or (i) in the case of a Wholly Owned Subsidiary, to the Subsidiary which owns the remainder of such Subsidiary's Capital Stock and (ii) in the case of a Subsidiary that is not a Wholly Owned Subsidiary, pro rata to the holders of the Capital Stock of any Subsidiary of an Applicable Party to --- ---- such Applicable Party, any Subsidiary Guarantor or any Mortgage/Mezzanine BorrowerSubsidiary;
(eg) the Disposition of other assets having a fair market value not to exceed $500,000 in the aggregate for any fiscal year of the Borrower;
(other than the Affiliate Revolving Notesh) any Disposition or Recovery Event, the Secured Guarantor Notesprovided, the Affiliate Borrower Loan Documents and the Subordinated Affiliate Notes Payable), provided that, that (i) such Disposition is at fair market value, as reasonably determined by the ASOT Group Member making such Disposition, (ii) such Disposition shall not result in a Material Adverse Effect, (iii) at the time of such Disposition, a certificate of a Responsible Officer shall have been delivered to the Administrative Agent, which shall include (A) a computation demonstrating pro forma compliance with the covenants contained in Section 7.1(b) after giving effect to such Disposition and (B) a certification that no Default or Event of Default shall have occurred and be continuing at such time or after giving effect to such Disposition and (iv) the -------- requirements of Section 2.12(c2.12(b) are complied with in connection therewith, to therewith and (ii) the extent necessary;
(f) aggregate amount of all such Dispositions in any Recovery Event, provided, that fiscal year of the requirements of Section 2.12(c) are complied with in connection therewith;
(g) Permitted Leases;
(h) Investments permitted by Section 7.8Borrower shall not exceed $5,000,000;
(i) Asset Sales Dispositions of assets sold pursuant to “forceda Sale/Leaseback Transaction permitted under Section 7.11;
(j) Dispositions of non-sale,” “buy-sell,” “put-call” core assets acquired pursuant to Acquisitions or similar arrangements in joint venture agreements Subsidiary Acquisitions permitted under Section 7.8(i);
(k) Dispositions of all or any portion of the Joint Ventures 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 hereofhereof 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 or transfer unless otherwise approved by the Administrative Agent;
(jo) Restricted Payments permitted under Section 7.6;
(p) leases and licenses of real or personal property (including Intellectual Property Property) in the ordinary course of business;
(kq) Dispositions, by means Dispositions of trade-in, of equipment used in the ordinary course of business, so long as such equipment is replaced all or substituted, substantially concurrently, by like-equipment;
(l) the sale or issuance any portion of the Capital Stock or assets of Holdings I Corp, Holdings I, Holdings II, any Subsidiary (other than a Material Subsidiary);
(r) sales of equipment loans on a non-recourse basis to a third parties in an amount equal to at least 75% of the Principal Guarantor, Secured Note LLC or OC/SD JV Holdings LLC fair market value thereof;
(s) the sale of Accounts Receivable pursuant to any Person; provided that, if such Person is not a Parent/Affiliate Guarantor on arrangements customary to the date of such sale or issuance, such Person shall contemporaneously become an Additional Guarantor in accordance with Section 6.10(c)industry; and
(mt) Dispositions of (i) Cash Equivalents and (ii) Investments (other than Acquisitions); provided, however, that to the extent that any of the foregoing constitute an -------- ------- Asset 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 fixed assets used or useful in the business of the Borrower may Dispose of the German Assets to the Affiliate Borrower I-B; provided that, the Affiliate Borrower I-B contemporaneously complies with Section 6.10(c) of the Affiliate Borrower I-B Credit Agreementand its Subsidiaries.
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