Limitations on Dispositions of Assets Sample Clauses

Limitations on Dispositions of Assets. (a) Hovnanian and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless (x) Hovnanian (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value thereof, and (y) not less than 70% of the consideration received by Hovnanian (or such Restricted Subsidiary, as the case may be) is in the form of cash, Cash Equivalents and Marketable Securities. The amount of (i) any Indebtedness (other than any Indebtedness subordinated to the Notes) of Hovnanian or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition and (ii) the fair market value (as determined in good faith by the Board of Directors of Hovnanian) of any property or assets received that are used or useful in a Real Estate Business, shall be deemed to be consideration required by clause (y) above for purposes of determining the percentage of such consideration received by Hovnanian or the Restricted Subsidiaries. (b) The Net Cash Proceeds of an Asset Disposition shall, within one year, at Hovnanian’s election, (1) be used by Hovnanian or a Restricted Subsidiary in the business of the construction and sale of homes conducted by Hovnanian and the Restricted Subsidiaries or any other business of Hovnanian or a Restricted Subsidiary existing at the time of such Asset Disposition or (2) to the extent not so used, be applied to make an Offer to Purchase Notes and, if Hovnanian or a Restricted Subsidiary elects or is required to do so repay, purchase or redeem any other unsubordinated Indebtedness (on a pro rata basis if the amount available for such repayment, purchase or redemption is less than the aggregate amount of (i) the principal amount of the Notes tendered in such offer to purchase and (ii) the lesser of the principal amount, or accreted value, of such other unsubordinated Indebtedness, plus, in each case accrued interest to the date of repayment, purchase or redemption) at 100% of the principal amount or accreted value thereof, as the case may be, plus accrued and unpaid interest, if any, to the date of repurchase or repayment. (c) Notwithstanding the foregoing, (A) Hovnanian will not be required to apply such Net Cash Proceeds to the repurchase of Notes in accordance with clause (2) of the preceding sentence except to the extent that such Net Cash Proceeds, together with the aggregate Net Cash Proceeds of prior ...
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Limitations on Dispositions of Assets. Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless (x) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value thereof, and (y) not less than 70% of the consideration received by the Company (or such Restricted Subsidiary, as the case may be) is in the form of cash, Cash Equivalents and Marketable Securities. The amount of any Indebtedness (other than any Indebtedness subordinated to the Notes) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition shall be deemed to be consideration required by clause (y) above for purposes of determining the percentage of such consideration received by the Company or the Restricted Sub-
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Limitations on Dispositions of Assets. (Section 8.2.7(iv), (viii)). As of the Report Date:
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Limitations on Dispositions of Assets. Section 3.09.
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Limitations on Dispositions of Assets. (Section 8.2.7(d)). As of the Report Date and except for assets consisting of Significant Gathering Systems, the fair market value of all assets sold, transferred, leased, subleased or licensed pursuant to Section 8.2.7(d) of the Credit Agreement equals $ for the fiscal year ended as of the Report Date, which amount shall not exceed $25,000,000 in any given fiscal year (including any options or rights of first refusal granted during such fiscal year if such option or right of first refusal is not cancelled, expired or otherwise terminated in the same fiscal year in which it is granted).
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Limitations on Dispositions of Assets. As of the Report Date: (a) the fair market value of all assets sold, transferred or leased pursuant to Section 8.2.7(iv) of the Credit Agreement equals $ for the fiscal year ended as of the Report Date, which amount shall not exceed $250,000,000 in any given fiscal year; and (b) the Net Cash Proceeds from all sales, transfers or leases of assets (other than those specifically excepted pursuant to clauses (i) through (vii) or (x) of Section 8.2.7) calculated for the period from the Closing Date through and including the Report Date, equals an aggregate amount of $ , as permitted pursuant to Section 8.2.7(ix), which amount does not exceed an aggregate amount of $150,000,000 less (without duplication) the fair market value of assets contributed in the form of Investments pursuant to Section 8.2.4(viii) subsequent to the Closing Date, which amount equals $ .
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Limitations on Dispositions of Assets. (Section 8.2.7(iv), (viii) of the Credit Agreement). As of the Report Date: A. the fair market value of all Dispositions pursuant to Section 8.2.7(iv) of the Credit Agreement equals $ for the fiscal year ended as of the Report Date, which amount shall not exceed $250,000,000 in any given fiscal year (including any options or rights of first refusal granted during such fiscal year if such option or right of first refusal is not cancelled, expired or otherwise terminated in the same fiscal year in which it is granted); and B. the Net Cash Proceeds from all Dispositions of assets (other than those specifically excepted pursuant to clauses (i) through (vii) or (ix) through (xiii) of Section 8.2.7 of the Credit Agreement) calculated for the period from the Closing Date through and including the Report Date (including any options or rights of first refusal granted 5 Excluding for the purpose of this computation any loans or deferred payments secured by Liens described on Schedule 1.1(P) of the Credit Agreement. Exhibit 8.3.4-9 during such period if such option or right of first refusal is not cancelled, expired or otherwise terminated in the same fiscal year in which it is granted), equals an aggregate amount of $ , as permitted pursuant to Section 8.2.7(viii) of the Credit Agreement, plus (without duplication) the fair market value of assets contributed in the form of Investments pursuant to Section 8.2.4(viii) of the Credit Agreement subsequent to the Original Closing Date equals $ , which amount does not exceed an aggregate amount of $250,000,000.
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Limitations on Dispositions of Assets. As of the Report Date:
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Limitations on Dispositions of Assets. (Section 8.2.7(e)). As of the Report Date, the fair market value of all assets Disposed of pursuant to Section 8.2.7(e) of the Credit Agreement equals $ for the fiscal year ended as of the Report Date, which amount shall not exceed $50,000,000 in any given fiscal year (including any options or rights of first refusal granted during such fiscal year if such option or right of first refusal is not cancelled, expired or otherwise terminated in the same fiscal year in which it is granted).
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Related to Limitations on Dispositions of Assets

  • Limitations on Dispositions of Collateral The Debtor will not sell, transfer, lease, or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so other than dispositions of Inventory in the ordinary course of the Debtor’s business; provided, however that the Debtor will be allowed to grant licenses to its products and related documentation in the ordinary course of business and to establish or provide for escrows of related intellectual property in connection therewith.

  • Limitations on Disposition Grantor will not sell, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement.

  • Further Limitations on Disposition Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until: (1) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2) The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. (3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder.

  • Limitation on Disposition of Assets The Company is, subject to certain conditions, obligated to make an offer to purchase Securities at 100% of their principal amount plus accrued and unpaid interest to the date of repurchase with certain net cash proceeds of certain sales or other dispositions of assets in accordance with the Indenture.

  • Restrictions on Dispositions Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.