Asset Dispositions Sample Clauses

Asset Dispositions. None of the Borrower Entities shall, directly or indirectly, sell, lease, convey, transfer or otherwise dispose (including via any sale and leaseback transaction) of any of its non-cash assets or property, whether now owned or hereafter acquired, except for Permitted Sales and the following (“Permitted Asset Dispositions”), which Permitted Asset Dispositions may fall within any one of the following categories (whether or not such Permitted Asset Dispositions could fall within one or more other categories and, if an asset disposition could qualify for more than one category of Permitted Asset Dispositions, the Borrower may designate which category the asset disposition qualifies for without such asset disposition counting against other categories): (i) Sales of inventory in the ordinary course of their businesses; (ii) Sales or dispositions of damaged, worn, obsolete, or other unneeded assets in the ordinary course of their businesses for not less than Fair Market Value; (iii) Sales or other dispositions of Investments permitted by Section 5.02(e)(ii) for not less than Fair Market Value; provided that no Default shall have occurred and be continuing; (iv) [Intentionally Omitted]; (v) Sales or other dispositions of the entities listed on Schedule 5.02(c)(v); provided, however, that in connection with any sale or other disposition of substantially all of the Equity Securities and/or substantially all of the assets of Atlanta AG, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such sale or disposition and no later than the date of any such sale or disposition, the Borrower shall deliver to the Administrative Agent a certificate executed by the Chief Accounting Officer or Treasurer of the Borrower which sets forth the calculation of Pro Forma Compliance with all Financial Covenants set forth in Section 5.03 after giving effect to such sale or disposition; (vi) Sales or other transfers of property and assets from De Minimis US Subsidiaries dissolved pursuant to Section 5.02(d)(ii); and (vii) Sales or other dispositions for Fair Market Value, the Net Cash Proceeds of which are applied to the prepayment of the Loans or otherwise as set forth in Section 2.06(c); provided that no Default shall have occurred and be continuing or result from such sale or other disposition, the Borrower shall be in Pro Forma Compliance with all Financial Covenants after giving effect to such Permitted Asset Disposition and no later than...

Asset Dispositions. Within two (2) Business Days of receipt by any Credit Party of Net Cash Proceeds (so long as no Event of Default shall have occurred and be continuing, in an amount in excess of $150,000), from any asset disposition of Collateral (excluding dispositions of Inventory in the ordinary course of business), the Borrower shall prepay the Obligations in an aggregate amount equal to the sum of (i) 100% of such Net Cash Proceeds so received plus (ii) the applicable Early Termination Premium (such prepayments shall be directed to the Collection Account and applied in accordance with the application of payments specified in Section 2.05(b) and shall result in a pro rata repayment of the Total Term Loan Outstandings and the Total Revolving Credit Outstandings (together with a permanent reduction of the Revolving Credit Commitment in an amount commensurate with the amount of Revolving Credit Loans repaid as a result of this clause); provided, that (A) (1) any Net Cash Proceeds received by any Credit Party as a result of the AdParlor Sale (“AdParlor Sale Proceeds”) may, at the option of the Borrower, be applied on or prior to the first anniversary of the Closing Date to (x) make a repayment of outstanding Revolving Credit Loans (without any reduction of the Revolving Credit Commitments) or (y) make a pro rata repayment of the Total Term Loan Outstandings and the Total Revolving Credit Outstandings (together with a permanent reduction of the Revolving Credit Commitment in an amount commensurate with the amount of Revolving Credit Loans repaid as a result of this clause (y)) (in the case of clauses (x), without any Early Termination Premium being payable in connection therewith and in the case of clause (y), with an Early Termination Premium being payable on AdParlor Sale Proceeds in excess of $10,000,000), (2) if no Revolving Credit Loans are outstanding at such time (including after giving effect to any prepayment made pursuant to the foregoing clauses (A)(1)(x) or (y)), then any such excess AdParlor Sale Proceeds may be retained by such Credit Party and (3) if an Event of Default has occurred and is continuing at the time of such prepayment, then the amount of AdParlor Sale Proceeds that may be applied or otherwise retained pursuant to this clause (A) shall not exceed $10,000,000 (with any amount of AdParlor Sale Proceeds in excess of $10,000,000 being required to be applied pursuant to this Section 2.03(c) without giving effect to this clause (A)) and (B) Net Cash Pro...

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. 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. The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (iv) below in amounts equal to 100% 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 $25,000,000 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. Neither the Guarantor nor any of its Subsidiaries shall sell, lease, transfer or otherwise dispose of any of its assets or property, whether now owned or hereafter acquired, except for the following: (i) Sales of inventory and products by the Guarantor and its Subsidiaries in the ordinary course of their businesses; (ii) Sales of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market value; (iii) Sales or other dispositions of Investments permitted by clauses (i) and (iii) of Section 8.2(e) below for not less than fair market value; (iv) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (v) Licenses by the Guarantor or its Subsidiaries of its patents, copyrights, trademarks, trade names and service marks in the ordinary course of its business provided that, in each case, the terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (vi) Sales or other dispositions of assets and property by the Guarantor to any of the Guarantor's Subsidiaries or by any of the Guarantor's Subsidiaries to the Guarantor or any of its other Subsidiaries, provided that, on the date of any such sale or disposition, the Guarantor and such Subsidiary each reasonably believes that such sale or disposition is made on terms which are no less favorable to the Guarantor then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; and (vii) Other sales, leases, transfers and disposals of assets and property for not less than fair market value, provided that the net proceeds from any such sale, lease, transfer or disposal shall not exceed ten percent (10%) of the consolidated total assets of the Guarantor and its Subsidiaries immediately prior to such sale, lease, transfer or disposal. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or disposals of any of the Property, except as expressly permitted by the Master Lease or any of the other Operative Documents.

Asset Dispositions. Make, or permit any Restricted Subsidiary to make, any Asset Disposition except: (a) the (i) sale of inventory in the ordinary course of business and (i) disposition of cash and Cash Equivalents; (b) transactions permitted pursuant to Section 9.3; (c) 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; (d) the disposition of any Hedge Agreement; (e) (i) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any other Credit Party (other than a Foreign Subsidiary Borrower) and (ii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower; (f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party 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); (g) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Subsidiary of its assets to any other Non-Credit Party Subsidiary; (h) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v); (i) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Parent Borrower or any of its Restricted Subsidiaries; (j) 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 Parent Borrower and its Restricted Subsidiaries; (k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower or any of its Restricted 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 Parent Borrower or any of its Restricted Subsidiaries; (l) A...

Asset Dispositions. Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to all or substantially all of its assets. Notwithstanding the foregoing, nothing herein shall prohibit any transfer of any assets from any Borrower to any Subsidiary of such Borrower, from any Subsidiary of a Borrower to such Borrower or from a Subsidiary of a Borrower to another Subsidiary of such Borrower.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, make any Asset Disposition (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11) to any Person other than a Credit Party or to sell, lease, transfer, abandon or otherwise dispose of (other than by means of a transfer to a Credit Party) any equipment affixed to or located on the lands subject to any Borrowing Base Property, unless: (a) in the case of any such disposition of equipment and fixtures, such equipment and fixtures are (i) disposed of in connection with a release, surrender or abandonment of a well or Mineral Interest, (ii) sold, leased, transferred, or otherwise disposed of as part of a sale, lease, transfer or other disposition of associated Mineral Interests that is permitted hereunder, (iii) obsolete or otherwise not useful for their intended purpose and disposed of in the ordinary course of business, or (iv) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances; and (b) in the case of any such Asset Disposition, (i) all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition (after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 4.6) are made in accordance with Section 2.6, and (ii) Borrower or other applicable Credit Party shall, no later than 30 days following the closing of such Asset Disposition, novate, unwind or terminate Oil and Gas Hedge Transactions to the extent, if any, needed to comply with Section 9.10. In addition, Borrower will not make, or permit any other Credit Party to make, any Asset Disposition consisting of (i) the sale, assignment, lease, transfer, exchange or other disposition by any Credit Party of any Equity Interest in any Restricted Subsidiary or (ii) the issuance by any Restricted Subsidiary that owns any Borrowing Base Property of any of its Equity Interests, if in either case the aggregate, consolidated Equity Interests of the Credit Parties in such Restricted Subsidiary will be reduced as a result of such transaction. Notwithstanding the foregoing to the contrary, if any Properties are transferred (by merger or otherwise) from one Credit Party to another Credit Party in any Asset Disposition or other transfer of Property permitted hereunder, such transferred Properties shall be subject in each case to the ...