Common use of All or Substantially All Clause in Contracts

All or Substantially All. The Company shall not, nor shall it permit any Principal Domestic Subsidiary to, in one transaction or a series of related transactions, Dispose of all or substantially all of their respective assets (on a consolidated basis), except (x) in a transaction that complies with Section 7.4(a) or (y) in the case of any Principal Domestic Subsidiary, to a wholly-owned Principal Domestic Subsidiary (or a wholly-owned Domestic Subsidiary that will be, following receipt of such assets, a wholly-owned Principal Domestic Subsidiary), in each case, other than any Excluded Subsidiary; provided, that notwithstanding the foregoing the Company or any of its Principal Domestic Subsidiaries may Dispose of all or any portion of an Excluded Subsidiary Business to one or more Excluded Subsidiaries.

Appears in 4 contracts

Samples: 364 Day Revolving Credit Agreement (General Motors Financial Company, Inc.), 364 Day Delayed Draw Term Loan Credit Agreement (General Motors Co), 364 Day Revolving Credit Agreement (General Motors Co)

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All or Substantially All. The Company shall not, nor shall it permit any Principal Domestic Subsidiary to, in one transaction or a series of related transactions, Dispose of all or substantially all of their respective assets (on a consolidated basis), except (x) in a transaction that complies with Section 7.4(a) or (y) in the case of any Principal Domestic Subsidiary, to a wholly-owned Principal Domestic Subsidiary (or a wholly-owned Domestic Subsidiary that will be, following receipt of such assets, a wholly-owned Principal Domestic Subsidiary), in each case, other than any Excluded Subsidiary; providedprovided that during any Reinstated Guarantee Period, that notwithstanding the foregoing the Company or any of its Principal Domestic Subsidiaries may Dispose of all or any portion of an Excluded such transfer from a Subsidiary Business Guarantor shall be to one or more Excluded Subsidiariesanother Subsidiary Guarantor.

Appears in 2 contracts

Samples: 3 Year Revolving Credit Agreement (General Motors Financial Company, Inc.), 5 Year Revolving Credit Agreement (General Motors Financial Company, Inc.)

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