Common use of Asset Dispositions, etc Clause in Contracts

Asset Dispositions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Stock of Subsidiaries) to any Person, unless (a) such sale, transfer, lease, contribution or conveyance of such assets is (i) in the ordinary course of its business (and does not constitute a sale, transfer, lease, contribution or other conveyance of all or a substantial part of the Borrower's and its Subsidiaries' assets, taken as a whole) or is of obsolete or worn out property, (ii) permitted by Section 7.2.8, or (iii) between the Borrower and one of its Subsidiaries or between Subsidiaries of the Borrower; or (b) (i) such sale, transfer, lease, contribution or conveyance of such assets is for fair market value and the consideration consists of no less than 80% in cash, (ii) the Net Disposition Proceeds received from such assets, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this clause (b) since the Closing Date, does not exceed (individually or in the aggregate) $15,000,000 over the term of this Agreement and (iii) an amount equal to the Net Disposition Proceeds generated from such sale, transfer, lease, contribution or conveyance is applied to prepay the Loans pursuant to the terms of Section 3.1.1 and Section 3.1.2.

Asset Dispositions, etc. The Borrower and the Parent will not, and will not permit any of its their respective Subsidiaries to, sell, transfer, lease, contribute or otherwise conveyconvey or dispose of, or grant options, warrants or other rights with respect toto (a "Disposition"), all or any part of its assets, whether now owned or hereafter acquired assets (including accounts receivable and Capital Stock capital stock of Subsidiaries) to any PersonPerson (other than the Borrower), unlessexcept (a) if such sale, transfer, lease, contribution or conveyance is of such assets is (i) Inventory in the ordinary course of its business business; (and does not constitute b) if such Disposition is a sale, transfer, lease, contribution or other conveyance of all or a substantial part of the Borrower's and its Subsidiaries' assets, taken as a wholePermitted Disposition; (c) or if such Disposition is of obsolete (i) the Instrumentation Segment or worn out propertyof operations currently classified as discontinued under GAAP, (ii) permitted by Section 7.2.8the Delroyd operations to Ameridrives International, L.P., a Delaware limited partnership, (iii) the sale of Roltra Xxxxx, or (iiiiv) between any assets of a Subsidiary of the Borrower and one of its Subsidiaries or between Subsidiaries of to the Borrower; or (bd) (i) such sale, transfer, lease, contribution or conveyance of if such assets is for fair market value are worn or obsolete and the consideration consists net book value of no less than 80% in cash, (ii) the Net Disposition Proceeds received from such assets, together with the Net Disposition Proceeds net book value of all other assets sold, transferred, leased, contributed or conveyed by the Borrower, the Parent or any of their respective Subsidiaries pursuant to this clause (b) since during the Closing DateFiscal Year in which such assets are to be sold, transferred, leased, contributed or conveyed, does not exceed (individually or $500,000 in the aggregate) $15,000,000 over ; provided, however, that so long as any such assets sold, transferred, leased, contributed or conveyed by the term Borrower, the Parent or any of this Agreement and (iii) an amount equal to the Net Disposition Proceeds generated from such sale, transfer, lease, contribution or conveyance is applied to prepay the Loans their respective Subsidiaries pursuant to this clause are used by the terms Borrower, the Parent or any of Section 3.1.1 and Section 3.1.2their Subsidiaries for the replacement thereof within 180 days, such amount shall not count toward the $500,000 ceiling.

Asset Dispositions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or any substantial part of its assets, whether now owned or hereafter acquired assets (including accounts receivable and Capital Stock of their respective Subsidiaries) to any Person, unless (a) such sale, transfer, lease, contribution or conveyance of such assets is (i) in the ordinary course of its business (and does including with respect to any "lost in the hole" assets or assets damaged beyond repair or not constitute a sale, transfer, lease, contribution or other conveyance of all or a substantial part of the Borrower's and its Subsidiaries' assets, taken as a wholereturned) or is of obsolete or worn out property, (ii) permitted by Section 7.2.8, or (iii) between the Borrower and one of its Subsidiaries or between Subsidiaries of the Borrower; or (b) (i) such sale, transfer, lease, contribution lease or conveyance of such assets other disposition is for fair market value and the consideration consists of no not less than 80% in cashcash and Marketable Securities, (ii) the Net Disposition Proceeds received from for such assets, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed otherwise than in the ordinary course of business by the Borrower or any of its Subsidiaries pursuant to this clause (b) since the Closing Effective Date, does not exceed (individually or in the aggregate) $15,000,000 over the term of this Agreement 25,000,000, and (iii) an amount equal except to the extent provided in the proviso to the definition of "Capital Expenditures", the Net Disposition Proceeds generated from such sale, transfer, lease, contribution lease or conveyance is other disposition are applied as Net Disposition Proceeds to prepay the Loans or for reinvestment by the Borrower pursuant to the terms of Section 3.1.1 and Section 3.1.23.1.

Asset Dispositions, etc. The Borrower Company 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 any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Stock of Restricted Subsidiaries) to any Person, unless: (a) such sale, transfer, lease, contribution or conveyance of such assets is (i) in the ordinary course of its business (and does not constitute a sale, transfer, lease, contribution or other conveyance of all or a substantial part of the BorrowerCompany's and its Restricted Subsidiaries' assets, taken as a whole) or is of obsolete or worn worn-out property, (ii) permitted by Section 7.2.8, or (iii) between the Borrower Company and one of its Subsidiaries or between Subsidiaries of the BorrowerCompany; (b) such sale, transfer, lease, contribution or conveyance constitutes (i) an Investment permitted under Section 7.2.5, (ii) a Lien permitted under Section 7.2.3 or (iii) a Restricted Payment permitted under Section 7.2.6; or (bc) (i) such sale, transfer, lease, contribution or conveyance of such assets is for fair market value and the consideration consists of no less than 8075% in cash, (ii) the Net Disposition Proceeds received from such assets, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this clause (bc) since the Closing Date, does not exceed (individually or in the aggregate) $15,000,000 75,000,000 over the term of this Agreement and (iii) an amount equal to the Net Disposition Proceeds generated from such sale, transfer, lease, contribution or conveyance is reinvested in the business of the Company and its Restricted Subsidiaries, or, to the extent required thereunder, is applied to prepay the Loans pursuant to the terms of Section 3.1.1 and Section 3.1.2.

Asset Dispositions, etc. The Borrower and the Parent will not, and will not permit any of its their respective Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or any substantial part of its assets, whether now owned or hereafter acquired assets (including accounts receivable and Capital Stock of their respective Subsidiaries) to any Person, unless (a) such sale, transfer, lease, contribution or conveyance of such assets is (i) in the ordinary course of its business (and does including with respect to any "lost in the hole" assets or assets damaged beyond repair or not constitute a sale, transfer, lease, contribution or other conveyance of all or a substantial part of the Borrower's and its Subsidiaries' assets, taken as a wholereturned) or is of obsolete or worn out property, (ii) permitted by Section 7.2.8, or (iii) between the Borrower and one of its Subsidiaries or between Subsidiaries of the Borrower; or (b) (i) such sale, transfer, lease, contribution lease or conveyance of such assets other disposition is for fair market value and the consideration consists of no not less than 80% in cashcash and Marketable Securities, (ii) the Net Disposition Proceeds received from for such assets, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed otherwise than in the ordinary course of business by the Borrower or any of its Subsidiaries pursuant to this clause (b) since the Closing Initial Effective Date, does not exceed (individually or in the aggregate) $15,000,000 over the term of this Agreement 20,000,000, and (iii) an amount equal except to the extent provided in the proviso to the definition of "Capital Expenditures", the Net Disposition Proceeds generated from such sale, transfer, lease, contribution lease or conveyance is other disposition are applied as Net Disposition Proceeds to prepay the Loans or for reinvestment by the Borrower pursuant to the terms of Section 3.1.1 and Section 3.1.23.1.

Asset Dispositions, etc. The 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 any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Stock of Restricted Subsidiaries) to any Person, unlessunless (with respect to the Borrower and each Restricted Subsidiary other than the Trademark Subsidiary, as to intellectual property acquired after the Closing Date, and the IPO Subsidiary): (a) such sale, transfer, lease, contribution or conveyance of such assets is (i) in the ordinary course of its business (and does not constitute a sale, transfer, lease, contribution or other conveyance of all or a substantial part of the Borrower's and its Restricted Subsidiaries' assets, taken as a whole) or is of obsolete or worn out property, (ii) permitted by Section 7.2.8, or (iii) between the Borrower and one of its Subsidiaries or between Subsidiaries of the Borrower; or; (b) such sale, transfer, lease, contribution or conveyance constitutes (i) an Investment permitted under Section 7.2.5, (ii) a Lien permitted under Section 7.2.3, or (iii) a Restricted Payment permitted under Section 7.2.6; (c) (i) such sale, transfer, lease, contribution or conveyance of such assets is for fair market value and the consideration consists of no less than 8075% in cash, (ii) the Net Disposition Proceeds received from such assets, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this clause (bc) since the Closing Date, does not exceed (individually or in the aggregate) $15,000,000 75,000,000 over the term of this Agreement and (iii) an amount equal to the Net Disposition Proceeds generated from such sale, transfer, lease, contribution or conveyance is reinvested in the business of the Borrower and its Restricted Subsidiaries, or, to the extent required thereunder, is applied to prepay the Loans pursuant to the terms of Section 3.1.1 and Section 3.1.2.

Asset Dispositions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Stock of Subsidiaries) to any Person, unless (a) such sale, transfer, lease, contribution or conveyance of such assets is (i) in the ordinary course of its business (and does not constitute a sale, transfer, lease, contribution or other conveyance of all or a substantial part of the Borrower's and its Subsidiaries' assets, taken as a whole), (ii) or is of obsolete or worn out propertyproperty or is no longer useful in the business of the Borrower, (iiiii) permitted by Section 7.2.87.07, or (iiiiv) between the Borrower and one of its Subsidiaries or between Subsidiaries of the Borrower; or; (b) such sale, transfer, lease, contribution or conveyance constitutes (i) an Investment permitted under Section 7.05, (ii) a Lien permitted under Section 7.03 or (iii) a License Exchange; provided that the aggregate value of all Licenses and related operating assets exchanged for Licenses from a third party pursuant to clause (c) of the definition of "License Exchange" shall not exceed $20,800,000; (c) (i) such sale, transfer, lease, contribution or conveyance of such assets is for fair market value and the consideration consists solely of no less than 80% in cash, (ii) the Net Disposition Proceeds received from such assets, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this clause (bc) since the Closing Datedate hereof, does not exceed (individually or in the aggregate) $15,000,000 50,000,000 over the term of this Agreement and (iii) an amount equal to the Net Disposition Proceeds generated from such sale, transfer, lease, contribution or conveyance is applied to prepay the Loans pursuant to the terms of Section 3.1.1 2.09, provided that this clause (c) shall not be applicable to any Permitted Tower Sale; (d) such sale, transfer, lease, contribution or conveyance of such assets constitutes a Permitted Tower Sale; (e) such sale, transfer, lease, contribution or conveyance of such assets constitutes a Permitted Infrastructure Sale/Leaseback; or (f) such sale, transfer, lease, contribution or conveyance is of assets not otherwise included in the foregoing clauses (a) through (e) and does not exceed $5,000,000 over the term of this Agreement. Any term or provision of this Section 3.1.2to the contrary notwithstanding, unless otherwise consented to by the Required Lenders (including pursuant to the NWIP Undertaking) or unless the consent of the Required Lenders is not required pursuant to the NWIP Undertaking, the Borrower will not permit any License Subsidiary to, and no such License Subsidiary shall, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any of its assets (including the Licenses or Capital Stock of such License Subsidiary).