Common use of Permitted Asset Disposition Clause in Contracts

Permitted Asset Disposition. (a) an Asset Disposition that is a sale or disposition of Cash Equivalents or Inventory in the Ordinary Course of Business; provided, however, that if an Event of Default exists, then no Asset Disposition shall occur under this clause (a) following written notice from Agent to Borrower Agent to discontinue such Asset Dispositions; (b) Asset Dispositions in the aggregate during any Fiscal Year with a fair market or book value (whichever is greater) of $2,500,000 or less; (c) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) so long as no Event of Default has occurred and is continuing, an Asset Disposition other than Inventory (including, but not limited to, Intellectual Property rights) that is no longer necessary, used or useful for such Obligor’s business in the Ordinary Course of Business; (e) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business and would not reasonably be expected to have a Material Adverse Effect; (f) an Asset Disposition that is a disposition of Property between and among Obligors; (g) licensing, on a non-exclusive basis, of Intellectual Property in the Ordinary Course of Business; (h) the leasing, occupancy agreements or sub-leasing of property in the Ordinary Course of Business and which do not materially interfere with the business of Borrower or its Subsidiaries; (i) the sale or discount, in each case without recourse and in the Ordinary Course of Business, of overdue accounts receivable arising in the Ordinary Course of Business, to the extent that such overdue accounts receivable are not Eligible Accounts; (j) casualty events with respect to any Obligor’s tangible Property so long as fully insured as required under this Agreement; (k) dispositions of any Obligor’s Real Estate and any improvements thereon arising in connection with any condemnation or eminent proceedings or sale, including by way of a like-kind exchange under Section 1031 of the Code, of a vineyard; or (l) dispositions in the Ordinary Course of Business from Subsidiaries that are not Obligors to other Subsidiaries that are not Obligors; or (m) approved in writing by Agent and Required Lenders.

Permitted Asset Disposition. (a) as long as no Default or Event of Default exists and all Net Proceeds are remitted to Agent, an Asset Disposition that is (a) a sale or disposition of Cash Equivalents or Inventory in the Ordinary Course of Business; provided, however, that if an Event of Default exists, then no Asset Disposition shall occur under this clause (a) following written notice from Agent to Borrower Agent to discontinue such Asset Dispositions; (b) Asset Dispositions a disposition of Equipment that, in the aggregate during any Fiscal Year with 12 month period, has a fair market or book value (whichever is greatermore) of $2,500,000 1,000,000 or less; (c) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of BusinessBusiness and is not Eligible Inventory; (d) so long as no Event of Default has occurred and is continuing, an Asset Disposition other than Inventory (including, but not limited to, Intellectual Property rights) that is no longer necessary, used or useful for such Obligor’s business in the Ordinary Course of Business; (e) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business and would Business, could not reasonably be expected to have a Material Adverse EffectEffect and does not result from an Obligor's default; (e) the sale of Financed Accounts pursuant to the terms of the ▇▇▇▇▇ Fargo Receivables Purchase Agreement as in effect on the Fifth Amendment Effective Date, (f) an Asset Disposition that the sale of Accounts pursuant to the terms of any agreement entered into after the Fifth Amendment Effective Date allowing for the purchase of Accounts owing to any Borrower, which agreement is a disposition of Property between and among Obligors; acceptable to Agent in its sole discretion, (g) licensinga payment to the COKeM Sellers of any benefits, proceeds, recoveries, and other rights received or payable to COKeM as a result of settlement, adjudication or other resolution of the CokeM Special Litigation Matters pursuant to Section 9.7 of the CokeM Purchase Agreement as in effect on a non-exclusive basisthe Fifth Amendment Effective Date, of Intellectual Property in the Ordinary Course of Business; (h) the leasing, occupancy agreements or sub-leasing of property in the Ordinary Course of Business and which do not materially interfere with the business of Borrower or its Subsidiaries; (i) the sale or discount, in each case without recourse and in the Ordinary Course of Business, of overdue accounts receivable arising in the Ordinary Course of Business, a payment to the extent that such overdue accounts receivable are not Eligible Accounts; (j) casualty events CokeM Sellers of the proceeds received by CokeM with respect to any Obligor’s tangible Property so long as fully insured as required under this Agreement; (k) dispositions of any Obligor’s Real Estate and any improvements thereon arising in connection with any condemnation or eminent proceedings or sale, including by way of a like-kind exchange under Section 1031 the sale of the CodeSpecified Financed Accounts under the ▇▇▇▇▇ Fargo Receivables Purchase Agreement, of a vineyard; or (l) dispositions in the Ordinary Course of Business from Subsidiaries that are not Obligors to other Subsidiaries that are not Obligors; or (mi) approved in writing by Agent and Required Lenders.. ​

Permitted Asset Disposition. as long as all Net Proceeds are remitted to Agent to the extent required by Section 5.4.2 or Section 5.4.3, as applicable: (a) an Asset Disposition that is a sale or disposition of Cash Equivalents or Inventory in the Ordinary Course of Business; provided, however, that if an Event of Default exists, then no Asset Disposition shall occur under this clause (a) following written notice from Agent to Borrower Agent to discontinue such Asset Dispositions; (b) Asset Dispositions in the aggregate during any Fiscal Year with a of Equipment having an aggregate fair market or book value (whichever is greater) of $2,500,000 250,000 or less; (c) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) so long as no Event of Default has occurred and is continuing, an Asset Disposition other than Inventory (including, but not limited to, Intellectual Property rights) that is no longer necessary, used or useful for such Obligor’s business in the Ordinary Course of Business; (e) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business and would not reasonably be expected to have a Material Adverse Effect; (f) an Asset Disposition that is a disposition of Property between and among Obligors; (g) licensing, on a non-exclusive basis, of Intellectual Property in the Ordinary Course of Business; (h) the leasing, occupancy agreements or sub-leasing of property in the Ordinary Course of Business and which do not materially interfere with the business of Borrower or its Subsidiaries; (i) so long as no Event of Default has occurred and is continuing, the sale or discount, in each case without recourse and in the Ordinary Course of Business, of overdue accounts receivable arising in the Ordinary Course of Business, to the extent that such overdue accounts receivable are not Eligible Accounts; (j) casualty events with respect to any Obligor’s tangible Property so long as fully insured as required under this Agreement; (k) dispositions of any Obligor’s Real Estate and any improvements thereon arising in connection with any condemnation or eminent proceedings or sale, including by way of a like-kind exchange under Section 1031 of the Code, of a vineyard; or (l) dispositions in the Ordinary Course of Business from Subsidiaries that are not Obligors to other Subsidiaries that are not Obligors; or (m) subject to Section 14.1, approved in writing by Agent and Required Lenders.; (n) so long as no Event of Default has occurred and is continuing, an Asset Disposition of any Primary Term Loan Collateral constituting Real Estate; provided, that the aggregate original appraised “as-is” fair market value (which was used to determine the Term Loan Formula Amount) of all such Real Estate sold under this clause

Permitted Asset Disposition. (a) as long as all Net Proceeds are remitted to a Dominion Account, an Asset Disposition that is (a) a sale or other disposition of Cash Equivalents or Inventory in the Ordinary Course of Business; provided, however, that if an Event of Default exists, then no Asset Disposition shall occur under this clause (a) following written notice from Agent to Borrower Agent to discontinue such Asset Dispositions; (b) Asset Dispositions a sale or other disposition of Equipment to a Foreign Subsidiary or any other Person that, in the aggregate during any Fiscal Year with 12 month period, has a fair market or book value (whichever is greatermore) of $2,500,000 1,000,000 or less, but only if (i) no Default or Event of Default exists, and (ii) to the extent that such Equipment so sold or otherwise disposed of has been included in any appraisal of Equipment received by Agent, Agent shall have received the Net Proceeds for application to the Obligations and the Fixed Assets Formula Amount shall be adjusted to reflect such sale or other disposition; (c) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Businessunsalable; (d) so long as no Event of Default has occurred and is continuing, an Asset Disposition other than Inventory (including, but not limited to, Intellectual Property rights) that is no longer necessary, used termination or useful for such Obligor’s business in the Ordinary Course of Business; (e) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a termination assignment of a lease of real or personal Property that is not necessary for the Ordinary Course of Business and would could not reasonably be expected to have a Material Adverse Effect; (f) an Asset Disposition that is a disposition , but only if no Default or Event of Property between and among Obligors; (g) licensing, on a non-exclusive basis, of Intellectual Property in the Ordinary Course of Business; (h) the leasing, occupancy agreements or sub-leasing of property in the Ordinary Course of Business and which do not materially interfere with the business of Borrower or its Subsidiaries; (i) the sale or discount, in each case without recourse and in the Ordinary Course of Business, of overdue accounts receivable arising in the Ordinary Course of Business, to the extent that such overdue accounts receivable are not Eligible Accounts; (j) casualty events with respect to any Obligor’s tangible Property so long as fully insured as required under this Agreement; (k) dispositions of any Obligor’s Real Estate and any improvements thereon arising in connection with any condemnation or eminent proceedings or sale, including by way of a like-kind exchange under Section 1031 of the Code, of a vineyardDefault exists; or (l) dispositions in the Ordinary Course of Business from Subsidiaries that are not Obligors to other Subsidiaries that are not Obligors; or (me) approved in writing by Agent Agent. Person: any individual, corporation, limited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or other entity. Properly Contested: with respect to any obligation of a Guarantor, (a) the obligation is subject to a bona fide dispute regarding amount or the Guarantor’s liability to pay; (b) the obligation is being properly contested in good faith and Required Lendersdiligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment could not have a Material Adverse Effect, nor result in forfeiture or sale of any assets of the Guarantor; (e) no Lien (other than a Permitted Lien) is imposed on assets of the Guarantor, unless bonded and stayed to the satisfaction of Agent; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

Permitted Asset Disposition. (a) as long as no Default or Event of Default exists and, if so required pursuant to Section 5.2, all Net Proceeds are remitted to Agent, an Asset Disposition that is (a) a sale of Inventory or disposition of Cash Equivalents or Inventory Equipment in the Ordinary Course of Business; provided, however, that if an Event of Default exists, then no Asset Disposition shall occur under this clause (a) following written notice from Agent to Borrower Agent to discontinue such Asset Dispositions; (b) Asset Dispositions in a disposition of Equipment so long as (x) the aggregate during any Fiscal Year with Equipment subject to such disposition has a fair market or book value (whichever is greatermore) of $2,500,000 500,000 or less and (y) all Equipment disposed of pursuant to this clause (b) in the aggregate during any fiscal year of the Parent has a fair market or book value (whichever is more) of $3,000,000 or less; , (c) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a disposition of Equipment or Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; , (d) the licensing of intellectual property to third Persons on reasonable and customary terms in the ordinary course of business consistent with past practice; provided that such licensing does not materially interfere with the business of the Parent or any Obligor, (e) the sale or other disposition of Cash Equivalents, (f) dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings, (g) any Permitted Distribution, (h) any Investment which is not a Restricted Investment, (i) the unwinding of any Hedging Agreements, (j) subleases entered into in the ordinary course of business of any Obligor, (k) the disposition of any Real Estate which, pursuant to Section 7.3, is not required to be subject to a Mortgage hereunder, (l) the disposition of any Real Estate which is required to be subject to a Mortgage hereunder, so long as (x) no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, (y) the Obligors receive, at the consummation of such Asset Disposition, gross proceeds, in cash, from such sale in an amount not less than the appraised value of such Real Estate, as set forth in the most recent appraisal provided to the Agent and (z) contemporaneously with the closing of such Asset Disposition Disposition, 100% of the cash Net Proceeds therefrom are applied to prepay the Loans, (m) the disposition by Borrower Agent of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLC and (n) the disposition by Borrower Agent of 100% of the membership interests in Bonstores Realty Two, LLC to Bonstores Holdings Two, LLC. Permitted Business — any business conducted or proposed to be conducted (as described in that certain offering memorandum, dated March 2, 2006, and relating to the Senior Note Debt) by the Parent and the other than Inventory Obligors on the Closing Date and other businesses reasonably related or ancillary thereto. Permitted Contingent Obligations — Contingent Obligations (including, but not limited to, Intellectual Property rightsa) that is no longer necessary, used arising from endorsements of Payment Items for collection or useful for such Obligor’s business deposit in the Ordinary Course of Business; (eb) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business and would not reasonably be expected to have a Material Adverse Effectarising from Hedging Agreements permitted hereunder; (fc) an Asset Disposition existing on the Closing Date, and any extension or renewal thereof that is a disposition does not increase the amount of Property between and among Obligorssuch Contingent Obligation when extended or renewed; (gd) licensing, on a non-exclusive basis, of Intellectual Property in the Ordinary Course of Business; (h) the leasing, occupancy agreements or sub-leasing of property incurred in the Ordinary Course of Business and which do not materially interfere with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the business Loan Documents; or (g) in an aggregate amount of Borrower $1,000,000 or its Subsidiaries; less at any time. Permitted Distribution — (a) a dividend by the Parent or redemption or repurchase of equity securities of the Parent so long as (i) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to any such payment, (ii) Excess Availability on the sale date of the making of (and after giving effect to) such dividend, redemption or discountrepurchase is greater than or equal to $125,000,000, in each case without recourse and (iii) Excess Cash Flow for the period of four fiscal quarters then ended is at least $20,000,000, (iv) the aggregate amount of such Permitted Distributions shall not in the Ordinary Course aggregate exceed fifty percent (50%) Excess Cash Flow for the period of Businessfour fiscal quarters then ended, (v) as of overdue accounts receivable arising in the Ordinary Course of Businessmonthly fiscal period most recently then ended, the Consolidated Fixed Charge Coverage Ratio (calculated on a pro forma basis giving effect to the extent making of such Permitted Distribution) is not less than 1.5:1.0, and (vi) the Borrowers shall have provided the Agent with a certificate not less than then (10) days prior to the making of such Permitted Distribution executed by a Senior Officer, evidencing compliance, after giving effect to such Permitted Distribution, with the requirements set forth in clauses (i), (ii), (iii), (iv) and (v) above, (b) dividends by the Parent or redemptions or repurchases of equity securities of the Parent in an aggregate amount not to exceed (x) $4,000,000 in any fiscal year of the Parent or (y) $15,000,000 during the term of this Agreement, (c) the purchase, repurchase, redemption, acquisition or retirement for value of any capital stock of the Parent upon the exercise of warrants, options or similar rights if such capital stock constitutes all or a portion of the exercise price or is surrendered in connection with satisfying any federal or state income tax obligation incurred in connection with such exercise; provided that no cash payment in respect of such overdue accounts receivable are not Eligible Accounts; purchase, repurchase, redemption, acquisition, retirement or exercise shall be made by any Obligor and (jd) casualty events with respect to any Obligor’s tangible Property so long as fully insured as required under this Agreement; no Default has occurred and is continuing or would result therefrom, payments to Parent to permit Parent, and which are used by Parent, to redeem equity interests of Parent held by any current or former employee, officer, director or consultant of Parent (kor any Obligor) dispositions or their respective estates, spouses, former spouses or family members pursuant to the terms of any Obligor’s Real Estate and any improvements thereon arising in connection with any condemnation employee equity subscription agreement, stock option agreement or eminent proceedings or sale, including by way of a like-kind exchange under Section 1031 of the Code, of a vineyard; or (l) dispositions similar agreement entered into in the Ordinary Course ordinary course of Business from Subsidiaries business; provided that are the aggregate price paid for all such repurchased, redeemed, acquired or retired equity interests in any fiscal year will not Obligors to other Subsidiaries that are not Obligors; or (m) approved in writing by Agent and Required Lendersexceed $3,000,000.

Permitted Asset Disposition. (ai) as long as no Default or Event of Default exists and all Net Proceeds are remitted to the Dominion Account or to the Agent to prepay the Term Loan if required below, an Asset Disposition that is (a) a sale or disposition of Cash Equivalents or Inventory in the Ordinary Course of Business; provided, however, that if an Event of Default exists, then no Asset Disposition shall occur under this clause (a) following written notice from Agent to Borrower Agent to discontinue such Asset Dispositions; (b) Asset Dispositions a disposition of Equipment (other than those set forth in subsection (e) below), that, in the aggregate during any Fiscal Year with 12-month period, has a fair market or book value (whichever is greatermore) of $2,500,000 5,000,000 or less; (c) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) so long as no Event of Default has occurred and is continuing, an Asset Disposition other than Inventory (including, but not limited to, Intellectual Property rights) that is no longer necessary, used or useful for such Obligor’s business in the Ordinary Course of Business; (e) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business and would Business, could not reasonably be expected to have a Material Adverse EffectEffect and does not result from an Obligor’s default; (fe) an Asset Disposition that is a disposition of Property between and among Obligors; (g) licensing, on a non-exclusive basis, of Intellectual Property in the Ordinary Course of Business; (h) the leasing, occupancy agreements or sub-leasing of property in the Ordinary Course of Business and which do not materially interfere with the business of Borrower or its Subsidiaries; (i) the sale or discount, in each case without recourse and in the Ordinary Course of Business, of overdue accounts receivable arising in the Ordinary Course of Business, to the extent that such overdue accounts receivable are not Eligible Accounts; (j) casualty events with respect to any Obligor’s tangible Property so long as fully insured as required under this Agreement; (k) dispositions of any ObligorBorrower’s Real Estate and any improvements thereon arising related Equipment affixed thereto in connection with a sale or a sale-leaseback transaction so long as (x) the Net Proceeds received from the sale of (A) any condemnation or eminent proceedings or saleEligible Real Estate pursuant to such transaction are not less than the liquidation value of such Real Estate, including as determined by way the most recent appraisal of such Real Estate received by Agent using an appraiser and methodology reasonably acceptable to Agent and (B) any other Real Estate pursuant to such transaction are not less than the amount for which the Borrowers purchased such Real Estate, (y) the Net Proceeds received from the sale of such Eligible Real Estate (less any amount applied to repay any Debt secured by a like-kind exchange Lien on such Real Estate incurred pursuant to a refinancing of such Eligible Real Estate permitted pursuant to Section. 10.2.1(i) hereof) shall be applied to prepay the Term Loan in accordance with Section 5.2.2 hereof (together with any prepayment fee then due, if due, under Section 1031 5.2.3 hereof), and (z) the terms of such transaction are otherwise reasonably acceptable to the CodeAgent; (ii) a Permitted Contract Transfer, (iii) granting of a vineyard; Liens (subject to the Intercreditor Agreement) to secure the obligations under the ABL Loan Documents, or (l) dispositions in the Ordinary Course of Business from Subsidiaries that are not Obligors to other Subsidiaries that are not Obligors; or (miv) approved in writing by Agent and Required Lendersthe Lenders (such approval not to be unreasonably withheld, delayed or conditioned).

Permitted Asset Disposition. (a) as long as no Event of Default exists and at any time a Cash Dominion Period exists, all Net Proceeds are remitted to Agent, an Asset Disposition that is (i) a sale or disposition of Cash Equivalents or Inventory in the Ordinary Course of Business; provided(ii) a disposition of Equipment that, however, that if an Event of Default exists, then no Asset Disposition shall occur under this clause (a) following written notice from Agent to Borrower Agent to discontinue such Asset Dispositions; (b) Asset Dispositions in the aggregate during any Fiscal Year with 12 month period, has a fair market or net book value (whichever is greatermore) of $2,500,000 750,000 or less; (ciii) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a disposition of Inventory that is obsolete, surplus, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (div) so long as no Event of Default has occurred and is continuing, an Asset Disposition other than Inventory (including, but not limited to, Intellectual Property rights) that is no longer necessary, used or useful for such Obligor’s business in the Ordinary Course of Business[reserved]; (ev) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business and would Business, could not reasonably be expected to have a Material Adverse EffectEffect and does not result from an Obligor’s default; (fvi) an Asset Disposition that is a the disposition of Property between and among Obligorsaccounts receivable in connection with the collection or compromise thereof; (gvii) licensing, on a non-exclusive basislicenses, sublicenses, leases or subleases of Intellectual Property in the Ordinary Course of Business; (h) the leasing, occupancy agreements or sub-leasing of property granted to others in the Ordinary Course of Business and which do or not materially interfere interfering in any material respect with the business of the Borrower or its Subsidiariesany Subsidiary; (iviii) the sale or discountdisposition of Cash Equivalents for fair market value in the ordinary course of business; (ix) the abandonment or other disposition of Intellectual Property, whether now or hereafter owned or leased or acquired, that is, in each case without recourse and the reasonable business judgment of the Borrower, no longer economically practicable or commercially desirable to maintain or used or useful in the Ordinary Course business of Business, of overdue accounts receivable arising in the Ordinary Course of Business, Borrower and the Subsidiaries; (x) solely to the extent that such overdue accounts receivable are not Eligible Accountsotherwise permitted hereunder, sales, transfers and other dispositions permitted by Section 10.2.9; (jxi) casualty events with respect to any Obligor’s tangible Property so long as fully insured as required under this Agreement; (k) sales, transfers or other dispositions of any Obligor’s Real Estate Investments to the extent not a Restricted Investment in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties set forth in joint venture arrangements and any improvements thereon arising in connection with any condemnation or eminent proceedings or sale, including by way of a like-kind exchange under Section 1031 of the Code, of a vineyardsimilar binding agreements; or (l) dispositions in the Ordinary Course of Business from Subsidiaries that are not Obligors to other Subsidiaries that are not Obligors; or (mxii) approved in writing by Agent and Required Lenders.

Permitted Asset Disposition. (a) as long as no Default or Event of Default exists or would result therefrom, and, if so required pursuant to Section 5.2, all Net Proceeds are remitted to Agent for application to the Obligations pursuant to Section 5.5, an Asset Disposition that is (a) a sale of Inventory or disposition of Cash Equivalents or Inventory Equipment in the Ordinary Course of Business; provided, however, that if an Event (b) a disposition of Default exists, then no Asset Disposition shall occur under Equipment so long as (x) the Equipment subject to such disposition has a fair market value or book value (whichever is more) of $1,000,000 or less and (y) all Equipment disposed of pursuant to this clause (a) following written notice from Agent to Borrower Agent to discontinue such Asset Dispositions; (b) Asset Dispositions in the aggregate during any Fiscal Year with of the Parent has a fair market or book value (whichever is greatermore) of $2,500,000 5,000,000 or less; , (c) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a disposition of Equipment or Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; , (d) the licensing of Intellectual Property to third Persons on reasonable and customary terms in the ordinary course of business consistent with past practice; provided that such licensing does not materially interfere with the business of the Parent or any other Obligor, (e) the sale or other disposition of Cash Equivalents, (f) dispositions of accounts receivable (other than Credit Card Receivables) in connection with the compromise, settlement or collection thereof in the Ordinary Course of Business or in bankruptcy or similar proceedings (it being understood that customary chargebacks and offsets, discounts, allowances and credits by Credit Card Processors made in the ordinary course of business shall not constitute a disposition of a Credit Card Receivable for the purposes of this clause (f)), (g) any Permitted Distribution, (h) any Investment which is not a Restricted Investment, (i) the unwinding of any Hedging Agreements, (j) subleases entered into in the ordinary course of business of any Obligor, (k) the disposition of any Real Estate which, pursuant to Section 7.3, is not required to be subject to a Mortgage hereunder, (l) the disposition of any Real Estate which is subject to a Mortgage hereunder, so long as (x) no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom and (y) the Obligors receive, at the consummation of such Asset Disposition, gross proceeds, in cash, from such sale in an Asset Disposition amount not less than 70% of the appraised valueAppraised Value of such Real Estate, as set forth in the most recent appraisal provided to the Agent, (m) reserved, (n) reserved, (o) a Permitted Store Closure, (p) a sale or other than Inventory (includingdisposition of any property in connection with any transaction covered by, but not limited toprohibited by, Section 10.2.23, (q) a disposition of assets acquired in a Permitted Acquisition so long as (i) such disposition is consummated within 180 days after the consummation of such Permitted Acquisition and (ii) such assets do not constitute Inventory or Accounts; (r) an abandonment of Intellectual Property rights) that is no longer necessaryobsolete or otherwise uneconomic in the Ordinary Course of Business and (s) a transfer of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), used and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement. Permitted Business - any business conducted or useful proposed to be conducted by the Parent and the other Obligors on the Closing Date and other businesses reasonably related or ancillary thereto. Permitted Contingent Obligations - Contingent Obligations (a) arising from endorsements of Payment Items for such Obligor’s business collection or deposit in the Ordinary Course of Business; (eb) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business and would not reasonably be expected to have a Material Adverse Effectarising from Hedging Agreements permitted hereunder; (fc) an Asset Disposition existing on the Closing Date, and any extension or renewal thereof that is a disposition does not increase the amount of Property between and among Obligorssuch Contingent Obligation when extended or renewed; (gd) licensing, on a non-exclusive basis, of Intellectual Property in the Ordinary Course of Business; (h) the leasing, occupancy agreements or sub-leasing of property incurred in the Ordinary Course of Business and which do not materially interfere with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the business Loan Documents; or (g) in an aggregate amount of Borrower $3,000,000 or its Subsidiaries; less at any time. Permitted Distribution - (a) a dividend by the Parent or redemption or repurchase of equity securities of the Parent so long as (i) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to any such Distribution, (ii) Excess Availability on the sale or discountdate of the making of such Distribution on a pro forma basis after giving effect to such Distribution, and projected Excess Availability on a pro forma basis for the upcoming six month period (after giving effect to such Distribution), measured as of the last day of each fiscal month during such six month period, is, in each case without recourse case, greater than or equal to 17.5% of the lesser of (A) the aggregate Commitments as of the date of such Distribution and last day of each fiscal month during such six month period and (B) the Aggregate Borrowing Base as of the date of such Distribution and the last day of each fiscal month during such six month period, (iii) as of the monthly fiscal period most recently then ended, the Consolidated Fixed Charge Coverage Ratio (on a pro forma trailing 12 fiscal month basis, giving effect to the making of such Distribution, and any Borrowings made in connection therewith, determined as though such Distribution and such Borrowings occurred on the first day of the twelve fiscal month period ended prior to such Distribution) is greater than or equal to 1.10 to 1.00; provided that this clause (iii) shall not be applicable in the Ordinary Course event that Excess Availability on the date of Businessthe making of such Distribution on a pro forma basis after giving effect to such Distribution, and projected Excess Availability on a pro forma basis for the upcoming six month period (after giving effect to such Distribution), measured as of overdue accounts receivable arising the last day of each fiscal month during such six month period, is, in each case, greater than or equal to 35% of the Ordinary Course lesser of Business, (x) the aggregate Commitments as of the date of such Distribution and last day of each fiscal month during such six month period and (y) the Aggregate Borrowing Base as of the date of such Distribution and the last day of each fiscal month during such six month period and (iv) the Borrowers shall have provided the Agent with a certificate not less than ten days prior to the extent that making of such overdue accounts receivable are not Eligible Accounts; Distribution executed by a Senior Officer of the Borrower Agent, evidencing compliance, on a pro forma basis, after giving effect to such Distribution, with the requirements set forth in clauses (ji) casualty events through (iii) above (which certificate shall attach supporting projections, information and calculations with respect to the requirements set forth in clauses (ii) and (iii) above (all based on projections of the financial performance of the Obligors believed to be fair and reasonable at the time made)), (b) dividends by the Parent or redemptions or repurchases of equity securities of the Parent in an aggregate amount not to exceed (x) $10,000,000 in any Fiscal Year of the Parent or (y) $30,000,000 during the term of this Loan Agreement, (c) the purchase, repurchase, redemption, acquisition or retirement for value of any capital stockCapital Stock of the Parent upon the exercise of warrants, options or similar rights if such capital stockCapital Stock constitutes all or a portion of the exercise price or is surrendered in connection with satisfying any federal or state income tax obligation incurred in connection with such exercise; provided that no cash payment in respect of such purchase, repurchase, redemption, acquisition, retirement or exercise shall be made by any Obligor’s tangible Property , (d) so long as fully insured as required under this Agreement; no Default has occurred and is continuing or would result therefrom, payments to Parent to permit Parent, and which are used by Parent, to redeem equity interestsCapital Stock of Parent held by any current or former employee, officer, director or consultant of Parent (kor any other Obligor) dispositions or their respective estates, spouses, former spouses or family members pursuant to the terms of any Obligor’s Real Estate and any improvements thereon arising in connection with any condemnation employee equity subscription agreement, stock option agreement or eminent proceedings or sale, including by way of a like-kind exchange under Section 1031 of the Code, of a vineyard; or (l) dispositions similar agreement entered into in the Ordinary Course ordinary course of Business from Subsidiaries business; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired equity interestsCapital Stock in any Fiscal Year will not exceed $5,000,000, (e) a repurchase of capital stockCapital Stock deemed to occur upon the cashless exercise of stock options and warrants, and (f) distributions to Parent to enable Parent to pay, and which are not Obligors used by Parent to other Subsidiaries that are not Obligors; or (m) approved in writing by Agent pay, customary and Required Lendersreasonable costs and expenses of an offering of securities of Parent so long as the Parent reimburses the applicable Obligor promptly upon the consummation of such offering.

Permitted Asset Disposition. a Permitted Ordinary Accounts/Inventory Disposition or (ab) an Asset Disposition that is (i) a sale sale, lease, sublease, license, sublicense, transfer or other disposition (individually and collectively for purposes of this definition, a “Disposition”) of Equipment or other Property (other than ABL Collateral) (A) in the ordinary course of business or (B) to any Foreign Subsidiary, Unrestricted Subsidiary or joint venture for fair market value on an arm’s-length basis during any Fiscal Year, the consideration for which consists of at least 90% cash or Cash Equivalents and, when combined with the consideration received in respect of the other sales, transfers or Inventory in the Ordinary Course of Business; provided, however, that if an Event of Default exists, then no Asset Disposition shall occur other dispositions under this clause (ai)(B) following written notice from Agent to Borrower Agent to discontinue during such Asset DispositionsFiscal Year, does not exceed $10,000,000; (bii) Asset Dispositions a Disposition of Investments received by the Company or any Restricted Subsidiary of the Company in connection with (A) the bankruptcy or reorganization of suppliers or customers of the Company or such Restricted Subsidiary or (B) in settlement of delinquent obligations of, or other disputes with, customers and suppliers of the Company or such Restricted Subsidiary arising in the aggregate during any Fiscal Year with a fair market or book value (whichever is greater) ordinary course of $2,500,000 or lessbusiness; (ciii) so long as no Event a Disposition of Default has occurred and is continuing, an Asset Disposition that is a disposition of Inventory Equipment or other Property (other than ABL Collateral) that is obsolete, unmerchantable damaged, worn out, unmerchantable, surplus or otherwise unsalable or unsuitable for use in the Ordinary Course ordinary course of Businessbusiness; (div) so long as no Event of Default has occurred and is continuing, an Asset Disposition other than Inventory (including, but not limited to, Intellectual Property rights) that is no longer necessary, used or useful for such Obligor’s business in the Ordinary Course of Business; (e) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a termination of a lease lease, sublease, license or sublicense of real or personal Property that is not reasonably necessary for the Ordinary Course ordinary course of Business business of the Company and would its Restricted Subsidiaries and the termination of which could not reasonably be expected to have a Material Adverse Effect; (fv) a lease, sublease, license or sublicense of real or personal Property (other than ABL Collateral) in the ordinary course of business, provided that if any such Property constitutes Collateral, such lease, sublease, license or sublicense is subordinate to the Liens thereon created under the Security Documents; (vi) the granting or other imposition of a Permitted Lien on real or personal Property; (vii) a Disposition of Property by an Asset Obligor to another Obligor; (viii) a Disposition of Property by a Restricted Subsidiary that is not an Obligor to another Restricted Subsidiary; (ix) any issuance of Equity Interests by an Obligor to another Obligor or the issuance of common Equity Interests by the Company to Holdings or pursuant to a Qualified IPO; (x) a sale, transfer or other disposition of Property between and among Obligorscash or Cash Equivalents; (gxi) licensingany sale of Equity Interests in, on or Debt or other securities of, a non-exclusive basisjoint venture, Unrestricted Subsidiary or Foreign Subsidiary for not less than the fair market value thereof; (xii) the surrender or waiver of Intellectual Property contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the Ordinary Course ordinary course of Businessbusiness; (hxiii) a Disposition of any Excluded Real Property for not less than the leasingfair market value thereof, occupancy agreements or sub-leasing and any Disposition of property in Real Property listed on Schedule 1.8 for not less than the Ordinary Course of Business and which do not materially interfere with the business of Borrower or its Subsidiaries; (i) the sale or discountfair market value thereof, in each case without recourse and the consideration for which consists of at least 75% cash or Cash Equivalents; (xiv) a sale-leaseback transaction consummated for fair value as determined at the time of consummation in good faith by such Obligor, the consideration received in respect of the sale of the property subject to such transaction consists of 100% cash or Cash Equivalents and, when combined with the consideration received in respect of the sale of the property subject to other sale-leaseback transactions permitted under this clause (xiv), does not exceed $25,000,000; (xv) a surrender, nonrenewal or cancellation of insurance policies in the Ordinary Course ordinary course of Business, of overdue accounts receivable arising in the Ordinary Course of Business, to the extent that such overdue accounts receivable are not Eligible Accountsbusiness; (jxvi) casualty events with respect to any Obligor’s tangible Property so long as fully insured as required no Default under Section 11.1(a) or (i) and no Event of Default exists before or after giving effect thereto, any Asset Disposition of Property (other than ABL Collateral) during any Fiscal Year, the consideration received therefor consists of at least 75% cash or Cash Equivalents and, when combined with the consideration received for other Asset Dispositions of Property (other than ABL Collateral) made during such Fiscal Year under this clause (xvi), does not exceed the greater of $20,000,000 and 5% of Consolidated Net Tangible Assets (as defined in the Existing Senior Secured Notes Indenture as in effect as of the date of this Agreement) of the Company and its Restricted Subsidiaries as of the last date of the immediately preceding Fiscal Year; (kxvii) dispositions of any Obligor’s Real Estate and any improvements thereon arising in connection with any condemnation other Asset Disposition (other than a direct or eminent proceedings or indirect sale, including by way transfer or other disposition of ABL Collateral) the consideration received therefor consists of at least 75% cash or Cash Equivalents, provided that (A) no Default or Event of Default exists before or after giving effect to such Asset Disposition and (B) after giving effect thereto, on a like-kind exchange under Section 1031 pro forma basis, the Fixed Charge Coverage Ratio at such time shall be at least 1.25 to 1.0 and the Excess Availability at such time shall be at least 30% of the Code, lesser of a vineyard(1) the Borrowing Base and (2) the aggregate amount of Commitments; or (l) dispositions in the Ordinary Course of Business from Subsidiaries that are not Obligors to other Subsidiaries that are not Obligors; or (mxviii) approved in writing by Agent and Required Lenders. For purposes of clauses (b)(i)(B), (b)(xiii), (b)(xiv), (b)(xvi) and (b)(xvii) above in this definition, the amount of any Debt owed by the Company or any Restricted Subsidiary to any Person (other than the Company or any Restricted Subsidiary) that is assumed by the transferee of any such assets (other than the Company or any Restricted Subsidiary) in consideration of any such Disposition shall be deemed to be cash.

Permitted Asset Disposition. (a) an Asset Disposition that is a consists of (i) the sale or disposition of Cash Equivalents or Inventory in the Ordinary Course of Business; provided, however, that if an (ii) for so long as no Default or Event of Default exists, then no Asset Disposition shall occur under this clause dispositions of Property (aother than Accounts, Inventory, Eligible Equipment or Eligible Real Estate) following written notice from Agent to Borrower Agent to discontinue such Asset Dispositions; (b) Asset Dispositions which, in the aggregate as to all Borrowers during any Fiscal Year with consecutive 12-month period, has a fair market value or book value (value, whichever is greater) more, of $2,500,000 5,000,000 or less; , provided that all Net Disposition Proceeds thereof are remitted to Agent for application to the Obligations, (ciii) so long as no Event replacements of Default has occurred and is continuing, an Asset Disposition Equipment that is a substantially worn, damaged or obsolete with Equipment of like kind, function and value, provided that the replacement Equipment shall be acquired prior to or concurrently with any disposition of Inventory the Equipment that is obsoleteto be replaced, unmerchantable or otherwise unsalable in the Ordinary Course replacement Equipment shall be free and clear of Business; (d) so long as no Event of Default has occurred and is continuing, an Asset Disposition Liens other than Inventory Permitted Liens that are not Purchase Money Liens and Borrowers shall have given Agent at least 10 days prior written notice of such disposition, (including, but not limited to, Intellectual Property rightsiv) that is no longer necessary, used or useful for such Obligor’s business in the Ordinary Course of Business; (e) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business and would not reasonably be expected to have a Material Adverse Effect; (f) an Asset Disposition that is a disposition of Property between and among Obligors; (g) licensing, on a non-exclusive basis, licensing of Intellectual Property in the Ordinary Course of Business; (hv) the leasingsales, occupancy agreements transfers, licenses, leases or sub-leasing other dispositions of property assets made by a Consolidated Group Member to another Consolidated Group Member (other than an Excluded Subsidiary or a Restrictive Subsidiary); (vi) transfers or forgiveness of Accounts in the Ordinary Course of Business and which do not materially interfere in connection with the business of Borrower collection or its Subsidiariescompromise thereof; (ivii) the abandonment, failure to maintain or renew or cancellation of Intellectual Property of any Consolidated Group Member that is not material to such Consolidated Group Member's business in such Consolidated Group Member's reasonable business judgment; (viii) any sublease, sale or discount, in each case without recourse and in the Ordinary Course other disposition of Business, of overdue accounts receivable arising in the Ordinary Course of Business, to the extent that such overdue accounts receivable are not Eligible Accounts; any Specified Real Estate (jix) casualty events with respect to any Obligor’s tangible Property for so long as fully insured as required under this Agreementno Default or Event of Default exists, any sale or other disposition of the Piscataway New Jersey site; (kx) dispositions for so long as no Default or Event of Default exists, any Obligor’s Permitted Portfolio Transaction; (xi) condemnations by Governmental Authorities of Real Estate (other than Eligible Real Estate); and any improvements thereon arising in connection with any condemnation (xii) for so long as no Default or eminent proceedings or saleEvent of Default exists, including by way of a like-kind exchange mergers and consolidations permitted under Section 1031 of the Code, of a vineyard; or (l) dispositions in the Ordinary Course of Business from Subsidiaries that are not Obligors to other Subsidiaries that are not Obligors; or (m) approved in writing by Agent and Required Lenders10.2.11.