Asset Dispositions Clause Samples
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Asset Dispositions. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless:
(1) the Company or such Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition;
(2) at least 75% of the consideration received in such Asset Disposition by the Company or such Subsidiary is in the form of cash or cash equivalents;
(3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Subsidiary, as the case may be:
(A) to the extent the Company elects (or is required by the terms of any Debt), to prepay, repay, redeem or purchase Senior Debt of the Company or of a Guarantor or Debt of a Subsidiary that is not a Guarantor (in each case other than Debt owed to the Company or one of its Subsidiaries) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or
(B) to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and
(4) to the extent of the balance of such Net Available Cash after application in accordance with clauses (3)(A) or (3)(B) above, such balance is applied by the Company or such Subsidiary, as the case may be, to make an Asset Disposition Offer to the Holders of the Notes (and to holders of other First-Priority Stock Secured Debt) to purchase Notes (and such other First-Priority Stock Secured Debt) pursuant to and subject to the conditions contained in this Section and Section 3.3 hereof; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (3)(A) or (4) above, the Company or such Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however, that, in the case of clause (3)(B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commi...
Asset Dispositions. Make any Asset Disposition, except:
(a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Restricted Subsidiaries;
(i) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries, (ii) exclusive licenses and sublicenses of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the ordinary course of business consistent with past practice or (iii) exclusive licenses and sublicenses, assignments of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the exercise of the Borrower’s reasonable business judgment, where such exclusive license, assignment or other Asset Disposition is not reasonably expected to have a Material Adverse Effect;
(c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries;
(d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 4.4(b) are complied with in connection therewith;
(e) Assets Dispositions in connection with transactions expressly permitted by Section 9.4;
(f) Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Event of Default shall exist or would result from such Asset Disposition and (ii) such Asset Disposition is made for Fair Market Value and the consideration received shall not be less than 75% in cash or Cash Equivalents; and
(g) Asset Dispositions of accounts receivable transferred as part of a Permitted A/R Financing.
Asset Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in amounts equal to the Asset Sale Prepayment Percentage of the aggregate Net Cash Proceeds from any Asset Disposition (other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (e) and clause (g) of Section 9.5) to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth below exceeds $62,500,000 during any Fiscal Year. Such prepayments shall be made within three Business Days after the date of receipt of the Net Cash Proceeds of any such Asset Disposition by such Credit Party or any of its Restricted Subsidiaries; provided that, (A) no prepayment shall be required under this Section 4.4(b)(ii) to the extent that such Net Cash Proceeds are committed to be reinvested pursuant to a legally binding agreement in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within twelve months after receipt of such Net Cash Proceeds and are thereafter actually reinvested in assets used or useful in the business of the Borrower and its Restricted Subsidiaries within six months; provided further that any portion of such Net Cash Proceeds not committed to be reinvested pursuant to a legally binding agreement within such twelve month period or actually reinvested within such six month period shall be prepaid in accordance with this Section 4.4(b)(ii) immediately after the expiration of such twelve or six month period, as applicable and (B) no prepayment shall be required under this Section 4.4(b)(ii) to the extent such Net Cash Proceeds are attributable to an Asset Disposition of a Foreign Subsidiary so long as the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis (after giving effect to such Asset Disposition) is less than the Specified Leverage.
Asset Dispositions. The Credit Parties will not permit any Consolidated Party to make any Asset Disposition other than an Excluded Asset Disposition unless (a) at least 75% of the consideration paid in connection therewith (excluding the assumption by the purchaser of liabilities associated with such disposed Property) is cash or Cash Equivalents (except as provided in clause (d) below) and shall be in an amount not less than the fair market value of the Property disposed of, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.13, (c) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.5, (d) (1) if the consideration for such Asset Disposition is 100% cash (excluding the assumption by the purchaser of liabilities associated with such Property) the aggregate assets sold or otherwise disposed of by the Consolidated Parties in all such transactions after the Closing Date shall have contributed in the aggregate no more than an amount equal to the EBITDA Disposition Limit of Consolidated EBITDA for the respective twelve-month periods prior to the date on which such assets were disposed of, with contribution to Consolidated EBITDA being separately calculated for each such Asset Disposition or series of related Asset Dispositions for the respective twelve-month period preceding each such Asset Disposition or series of Asset Dispositions, and (2) if the consideration for such Asset Disposition is not 100% cash, as aforesaid, the aggregate net book value of the asset sold or otherwise disposed of by the Consolidated Parties shall not exceed $70,000,000 (and of such amount assets having a net book value of up to $20,000,000 may be sold or otherwise disposed of for consideration consisting of less than 75% cash and Cash Equivalents), (e) if the net book value of the Property subject to such Asset Disposition exceeds $5,000,000, the Borrower shall have delivered to the Administrative Agent (i) a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties would be in compliance with the financial covenants set forth in Section 7.10(a) and (b) and (ii) a certificate of an Executive Officer of the Borrower specifying the anticipated date of such Asset Disposition, briefly d...
Asset Dispositions. Each Loan Party will not, and will not permit any of its Subsidiaries to, make any Asset Disposition except:
(a) sales, transfers or other dispositions of inventory (including Equipment Inventory) to equipment manufacturers or through retail channels and locations, in each case in the ordinary course of business;
(b) sales of inventory (other than through retail channels and locations), equipment, damaged, obsolete or worn out assets, and scrap, in each case disposed of in the ordinary course of business (for the avoidance of doubt, no transaction (or series of related transactions) involving the sale of inventory and/or equipment that, prior to the consummation of such sale(s), was included in the determination of the Borrowing Base shall be considered to have occurred in the ordinary course of business under this subclause (b) if the aggregate Net Book Value (or, if the Net Book Value is not available at the time of such disposition, the Fair Market Value) of such equipment and/or inventory being sold in such transaction (or series of related transactions) exceeds $40,000,000); provided, that with respect to any sale, transfer or other disposition of assets included in the Borrowing Base, no Overadvance or Event of Default shall exist or would result therefrom;
(c) sales, conveyances, transfers, leases or other dispositions of assets in one or a series of related transactions for an aggregate consideration of less than the greater of (i) $150,000,000 and (ii) 20% of Consolidated EBITDA for the Test Period most recently ended;
(d) the lease, license, sublicense or sublease of any real or personal property (other than Intellectual Property) in the ordinary course of business;
(e) a disposition that constitutes a Permitted Restricted Payment or a Permitted Investment;
(f) Like-Kind Exchanges in the ordinary course of business;
(g) any disposition arising from foreclosure, condemnation or similar action with respect to any property or other assets, or exercise of termination rights under any lease, license, concession or agreement, or necessary or advisable (as determined by Parent Borrower in good faith) in order to consummate any acquisition of any Person, business or assets, or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement;
(h) dispositions of Investments in cash, Cash Equivalents and Investment Grade Securities in the ordinary course of business;
(i) any disposition of Equity Interests or other securities o...
Asset Dispositions. Immediately upon the occurrence of any Asset Disposition Prepayment Event, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of the related Asset Disposition not applied (or caused to be applied) by the Credit Parties during the related Application Period to make Eligible Reinvestments as contemplated by the terms of Section 8.5(g) (such prepayment to be applied as set forth in clause (vi) below).
Asset Dispositions. The Loan Parties will not permit any Consolidated Party to make any Asset Disposition or enter into any agreement to make any Asset Disposition, except:
(a) any Consolidated Party may sell, lease, transfer or otherwise dispose of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of any such transaction are reasonably promptly applied to the purchase price of such replacement property;
(b) Borrower or Subsidiary may sell, lease, transfer or otherwise dispose of Property to any Borrower(s) or to a wholly-owned Subsidiary; provided that if the transferor of such Property is a Loan Party, the transferee thereof must be a Loan Party;
(c) Asset Dispositions permitted by Section 7.04;
(d) Asset Dispositions by the Borrowers and their Subsidiaries of Property pursuant to sale-leaseback transactions to the extent such disposition is permitted by Section 7.13; and
(e) the Borrowers and their Subsidiaries may sell, lease, transfer or otherwise dispose of assets, to the extent not otherwise permitted under this Section 7.05; provided that (i) at the time of such Asset Disposition, no Default shall exist or would result therefrom, (ii) upon giving effect to such Asset Disposition on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10(a) and (b), which, in connection with Asset Dispositions the aggregate Net Cash Proceeds of which are in excess of $75,000,000, shall be evidenced by a Pro Forma Compliance Certificate delivered by the Borrowers to the Administrative Agent; provided, however, that any Asset Disposition pursuant to clauses (a), (b) (other than transactions between and among Loan Parties), (c), (d) and (e) shall be for fair market value.
Asset Dispositions. Promptly (but no later than three (3) Business Days) upon receipt by any Credit Party of Net Cash Proceeds in excess of $200,000, in the aggregate, from asset dispositions of Collateral, the Borrowers shall pay to the Administrative Agent 100% of such Net Cash Proceeds so received to be applied (i) prior to an Event of Default (x) to prepay the principal amount of Term Loans as set forth in Section 2.02(b)(vi) below and any accrued interest thereon and (y) to pay the applicable Early Termination Fee and (ii) following the occurrence and continuance of an Event of Default, in accordance with the application of payments specified in Section 8.03; provided, however, that with respect to any Net Cash Proceeds realized under an asset disposition described in this Section 2.02(b)(i), at the election of the Borrowers (pursuant to a notice in writing by the Borrower Representative to the Administrative Agent on or prior to the date on which such prepayment would otherwise be due), and so long as no Event of Default shall have occurred and be continuing, such Credit Party may reinvest all or any portion of such Net Cash Proceeds in operating assets or other assets used or useful in the business of the Credit Parties, in each case, other than a reinvestment in cash assets, so long as such reinvestment occurs within 180 days after the receipt of such Net Cash Proceeds; provided, further, however, that any Net Cash Proceeds not reinvested as set forth herein above, shall be applied to the prepayments of the Obligations as set forth in this Section 2.02(b)(i) at the end of such 180 day period and provided further, however, that with respect to any Net Cash Proceeds realized under an asset disposition described in this Section 2.02(b)(i) as a result of a Wind-Down Event, the requirements of this Section 2.02(b)(i) shall only apply to that portion of the aggregate Net Cash Proceeds from all such asset dispositions in excess of (i) $2,200,000 or (ii) such lesser amount as has actually been contributed to i4c pursuant to Section 7.01(c)(ii).$2,200,000.
Asset Dispositions. (A) The Issuer will not, and will not permit any of its Subsidiaries to, consummate an Asset Disposition unless:
(i) the Issuer or such Subsidiary, as the case may be, receives consideration at least equal to the fair market value (as reasonably determined in good faith by the Issuer) of the assets or Equity Interests issued or sold or otherwise Disposed of; and
(ii) at least 75% of the proceeds from such Asset Disposition consists of cash or Cash Equivalents; provided that for purposes of this Section 3.16(A)(ii) “cash” shall include:
(1) any liabilities (as shown on the Issuer’s or such Subsidiary’s most recent balance sheet or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Subsidiary’s consolidated balance sheet if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Issuer) of the Issuer or such Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Note Obligations) that are assumed by the transferee of any such assets pursuant to a customary novation or assumption agreement that validly releases the Issuer or such Subsidiary from further liability to all applicable creditors; and
(2) any securities, notes or other obligations received by the Issuer or such Subsidiary from such transferee that are converted, in each case, within 180 days after the closing of such Asset Disposition by the Issuer or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in that conversion).
(B) Unless and solely in the event there has been a Discharge of First-Priority Obligations (as defined in the First-Lien/Second-Lien Intercreditor Agreement), within 365 days (or such shorter period as the Issuer in its sole election may determine) after the receipt of Net Proceeds from an Asset Disposition (each, an “Asset Sale Prepayment Date”) (other than Net Proceeds from the sale or other disposition of “Building 21” (as described in item 2 of Schedule 1.01(B))), the Issuer may elect to apply or cause to be applied an amount equal to the Net Proceeds from such Asset Disposition:
(i) upon a Disposition of assets that constitutes Collateral, to repay the Second-Priority Obligations (and if the Indebtedness repaid is revolving credit indebtedness, to correspondingly permanently reduce revolving commitments with respect th...
Asset Dispositions. Make any Asset Disposition except:
(a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries or non‑core assets acquired in a Permitted Acquisition; 59442126_10
(b) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries;
(c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries;
(d) Asset Dispositions in connection with the receipt by any Credit Party or any of its Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective Property;
(e) Assets Dispositions in connection with transactions permitted by Section 9.2, Section 9.4 and Section 9.3, in each case to the extent constituting Asset Dispositions;
(f) the sale of inventory in the ordinary course of business;
(g) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 9.4;
(h) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(i) the disposition of Investments in cash and Cash Equivalents;
(j) the transfer (i) by any Credit Party of its assets to any other Credit Party, (ii) by any Non-Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer), (iii) by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary and (iv) by any Credit Party of its assets to any Non-Guarantor Subsidiary subject to the limitation and requirements set forth in Section 9.3(a)(vi) (provided that in connection with any new transfer, such Non-Guarantor Subsidiary shall not pay less than ...