Common use of Sales, Etc. of Assets Clause in Contracts

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) (A) sales of Inventory in the ordinary course of its business and (B) sales and leases of assets, including, without limitation, fiber sales in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businesses; (ii) in a transaction authorized by Section 5.02(d) (other than clause (iii) thereof); (iii) sales of assets for cash and for fair value (A) in an aggregate amount not to exceed (1) $50,000,000 in any Fiscal Year beginning prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, or (2) $75,000,000 in the aggregate for all such sales occurring at any time prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, and (B) in an aggregate amount not to exceed $10,000,000 in any Fiscal Year beginning after the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full; (iv) sales of obsolete equipment for cash in an aggregate amount not to exceed $25,000,000; (v) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to a Loan Party; and (vi) assignments, sales or other dispositions at fair market value of accounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Bankruptcy Code; provided, that in the case of sales of assets pursuant to clause (iii) above which (A) occur prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents pursuant to, and in the amount and order of priority set forth therein, and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein, and (B) occur after the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein. Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parent.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) (A) sales of Inventory in the ordinary course of its business and (B) sales and leases of assets, including, without limitation, fiber sales assets in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businesses, for cash and fair value (such as fiber sales); (ii) in a transaction authorized by Section 5.02(d) (other than clause (iiiii) thereof); (iii) the sales or dispositions set forth in Schedule VI; (iv) sales of assets as consented to by the Required Lenders, for cash and for fair value; (v) sales of obsolete equipment and other property no longer used or relevant to the core business or operations of any Loan Party for cash and for fair value (A) in an aggregate amount not to exceed $2,000,000; (1vi) $50,000,000 in any Fiscal Year beginning prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, or (2) $75,000,000 in the aggregate sales of equipment for all such sales occurring at any time prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, cash and (B) for fair value in an aggregate amount not to exceed $10,000,000 to the extent the proceeds thereof are used by any Loan Party to purchase replacement equipment that is substantially similar in any Fiscal Year beginning type and function to the equipment sold or to be sold, within 180 days before or after the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in fullof any such sale; (iv) sales of obsolete equipment for cash in an aggregate amount not to exceed $25,000,000; (vvii) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to a the Borrower and its Subsidiaries that are Loan Party; andParties; (viviii) assignments, sales or other dispositions at fair market value for cash of accounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Bankruptcy Code; and (ix) intercompany assignments, sales or other dispositions of property in connection with a Permitted Reorganization; provided, that in the case of sales of assets pursuant to clause clauses (iiiiv) and (viii) above which (A) occur prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents pursuant to, and in the amount and order of priority set forth therein, and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein, and (B) occur after the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified thereintherein to be applied in the order of priority set forth in Section 2.05(b). Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parent.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) (A) sales of Inventory in the ordinary course of its business and (B) sales and leases of assets, including, without limitation, fiber sales in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businesses, for cash and fair value; (ii) in a transaction authorized by Section 5.02(d) (other than clause (iiiii) thereof); (iii) sales of assets for cash and for fair value of assets related to the e^deltacom and OSDA businesses; (Aiv) sales of assets as consented to by the Required Lenders, for cash and for fair value; (v) sales of obsolete equipment for cash and for fair value in an aggregate amount not to exceed (1A) $50,000,000 in any Fiscal Year beginning prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, or (2) $75,000,000 in the aggregate for all such sales occurring at any time prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, 2,000,000 and (B) in an aggregate amount not to exceed $10,000,000 to the extent the proceeds thereof are used by any Loan Party to purchase replacement equipment that is substantially similar in any Fiscal Year beginning after type and function to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in fullequipment sold; (iv) sales of obsolete equipment for cash in an aggregate amount not to exceed $25,000,000; (vvi) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to a the Borrower and its Subsidiaries that are Loan PartyParties; and (vivii) assignments, sales or other dispositions at fair market value for cash of accounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Bankruptcy Code; provided, that in the case of sales of assets pursuant to clause clauses (iii), (iv) and (v)(A) above which (A) occur prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents pursuant to, and in the amount and order of priority set forth therein, and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein, and (B) occur after the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified thereintherein to be applied in the order of priority set forth in Section 2.05(b). Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parent.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any irrevocable option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) (Aa) sales of Inventory in the ordinary course of its business business, in compliance with the terms of the Loan Documents, and (B) sales and leases the granting of assetsany option or other right to purchase, including, without limitation, fiber sales lease or otherwise acquire Inventory in the ordinary course of its business consistent and in compliance with prudent business practice for companies engaged in similar businessesthe terms of the Loan Documents; (iib) in a transaction authorized by Section 5.02(d) (other than clause (iii) thereof)6.04; (iiic) sales sales, transfers or other dispositions of assets not constituting Collateral (or the grant of any option or other right to purchase, lease or otherwise acquire such assets) by Borrower to any Former Borrower; (d) sales, transfers or other dispositions of assets other than Collateral for consideration consisting of at least 75% cash and for fair value value; (Ae) in an aggregate amount not sales and proceeds of Receivables (including Parts Receivables) pursuant to exceed any Master Intercompany Agreement or Permitted Receivables Financing; (1f) $50,000,000 in any Fiscal Year beginning prior Sale/Leaseback Transactions with respect to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, or (2) $75,000,000 purchase of tooling and related manufacturing equipment in the aggregate ordinary course of business consistent with past practices; (g) any sale, transfer or other disposition of defaulted receivables for all such sales occurring at collection or any time prior sale, transfer or other disposition of property or assets in the ordinary course of business; (h) the grant of any license or sublicense of patents, trademarks, registrations therefor and other similar Intellectual Property in the ordinary course of business consistent with past practices; (i) the granting of any Lien (or foreclosure thereon) securing obligations to the date on which all Obligations under extent permitted hereunder; (j) any sale, transfer or other disposition expressly permitted by Section 6.06; (k) any disposition of assets or property in the First Lien Loan Documents ordinary course of business to the extent such property or assets are surplus, negligible, obsolete, uneconomical, worn-out or no longer useful in Borrower’s business; (l) sales of Inventory (including Parts Inventory) outside of the Refinanced First Lien Loan Documents have been paid ordinary course of business having a fair market value not in full, and (B) in an aggregate amount not to exceed excess of $10,000,000 in any Fiscal Year beginning after the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full;Year; AMENDED AND RESTATED ABL CREDIT AGREEMENT (ivm) sales of obsolete equipment for cash in an aggregate amount not to exceed $25,000,000; (v) any sale, lease, transfer or other the disposition by the Parent or any Subsidiary of the Parent to a Loan Partyshares of Navistar Canada, Inc. in connection with the Integrated Global Structuring Transaction; and (vin) assignmentsso long as the Ratings Condition and the Payment Condition are satisfied after giving pro forma effect thereto, sales or sales, transfers and other dispositions at fair market value of accounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Bankruptcy Codeassets (other than Collateral); provided, that in the case any and all net cash proceeds from any sales, transfers, leases and other dispositions of sales Collateral permitted hereby, which sales, transfers, leases or dispositions of assets pursuant Collateral shall reduce Excess Availability to clause (iii) above which (A) occur prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in fullless than zero, the Borrower shall, on the date of receipt of payment for such sales, transfers, leases or dispositions by Borrower, be applied to the repayment of outstanding amounts under and in accordance with Section 2.10(b); provided, further that in connection with any Loan Party sale, transfer or other disposition of Collateral outside of the ordinary course of business with an aggregate value greater than $5,000,000, Borrower shall comply with Section 5.13 and provided, further that any sale, transfer or other disposition of Parts Inventory (x) shall be for cash or made on customary trade terms or (y) shall constitute “help out” sales to Borrower’s manufacturing businesses, Navistar International or any of its Navistar International’s other Subsidiaries consistent with past practices. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 6.05, such Collateral shall be sold free and clear of the Net Cash Proceeds from such sale, prepay Liens created by the obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents pursuant toDocuments, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect or evidence the amount and order of priority set forth therein, and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein, and (B) occur after the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein. Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parentforegoing.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) (A) sales of Inventory in the ordinary course of its business and (B) sales and leases of assets, including, without limitation, fiber sales in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businesses, for cash and fair value; (ii) in a transaction authorized by Section 5.02(d) (other than clause (iiiii) thereof); (iii) sales of assets for cash and for fair value of assets related to the e^deltacom and OSDA businesses; (Aiv) sales of assets as consented to by the Required Lenders for cash and for fair value; (v) sales of obsolete equipment for cash and for fair value in an aggregate amount not to exceed (1A) $50,000,000 in any Fiscal Year beginning prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, or (2) $75,000,000 in the aggregate for all such sales occurring at any time prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, 2,000,000 and (B) in an aggregate amount not to exceed $10,000,000 to the extent the proceeds thereof are used by any Loan Party to purchase replacement equipment that is substantially similar in any Fiscal Year beginning after type and function to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in fullequipment sold; (iv) sales of obsolete equipment for cash in an aggregate amount not to exceed $25,000,000; (vvi) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to a the Borrower and its Subsidiaries that are Loan PartyParties; and (vivii) assignments, sales or other dispositions at fair market value for cash of accounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Bankruptcy Code; provided, that in the case of sales of assets pursuant to clause clauses (iii) above which (A) occur prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents pursuant to, and in the amount and order of priority set forth therein, and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein, (iv) and (Bv)(A) occur after the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in fullabove, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, in Section 2.05(b)(ii), as specified thereintherein to be applied in the order of priority set forth in Section 2.05(g). Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parent.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) (A) sales of Inventory in the ordinary course of its business and (B) sales and leases of assets, including, without limitation, fiber sales in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businessesbusinesses for cash and fair value; (ii) in a transaction authorized by Section 5.02(d) (other than clause (iiiii) thereof); (iii) sales of assets for cash and for fair value of assets related to the e^deltacom and OSDA businesses; (Aiv) sales of assets as consented to by the Required Lenders for cash and for fair value; (v) sales of obsolete equipment for cash and for fair value in an aggregate amount not to exceed (1A) $50,000,000 in any Fiscal Year beginning prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, or (2) $75,000,000 in the aggregate for all such sales occurring at any time prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, 2,000,000 and (B) in an aggregate amount not to exceed $10,000,000 to the extent the proceeds thereof are used by any Loan Party to purchase replacement equipment that is substantially similar in any Fiscal Year beginning after type and function to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in fullequipment sold; (iv) sales of obsolete equipment for cash in an aggregate amount not to exceed $25,000,000; (vvi) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to a the Borrower and its Subsidiaries that are Loan PartyParties; and (vivii) assignments, sales or other dispositions at fair market value for cash of accounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Bankruptcy Code; provided, provided that in the case of sales of assets pursuant to clause clauses (iii), (iv) and (v)(x) above which (A) occur prior to the date on which all Obligations under first, the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents pursuant to, and in the amount and order of priority set forth therein, second, the Second Lien Loan Documents or the Refinanced Second Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the Second Lien Loan Documents or the Refinanced Second Lien Loan Documents pursuant to, and thereafter in the amount and order of priority set forth therein and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii2.04(b)(ii), as specified therein, and (B) occur after the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents and the Second Lien Loan Documents or the Refinanced Second Lien Loan Documents, have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii2.04(b)(ii), as specified therein. Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parent.