Common use of Asset Dispositions, etc Clause in Contracts

Asset Dispositions, etc. ADT Limited 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 (including accounts receivable, Capital Stock of Subsidiaries of ADT Limited and other Investments) to any Person (an "Asset Sale"), unless (a) such Asset Sale is permitted by Section 4.2.9; or (b) such Asset Sale is a Permitted Strategic Sale or Permitted Auction Business Sale; or (c) with respect to assets other than the Capital Stock of the Borrower and any Intermediate Parent Company (i) such Asset Sale is in the ordinary course of business; or (ii) (A) if such Asset Sale consists of the sale or transfer of the Capital Stock of a Subsidiary of ADT Limited, all but not less than all of the Capital Stock of such Subsidiary is so sold or transferred, (B) such Asset Sale is for not less than the Fair Market Value of the assets sold (as determined in good faith by the Board of Directors of ADT Limited or a committee thereof, whose determination shall be evidenced by a certified written resolution of such Board or such committee) and the consideration received by ADT Limited or the relevant Subsidiary in respect of such Asset Sale (other than in connection with a sale or disposition of the Capital Stock of Nu-Swift plc held by ADT Limited on the Effective Date) consists of at least 75% cash (including any cash proceeds received from the sale of securities received in such Asset Sale, provided that at the time of such Asset Sale, ADT Limited or the relevant Subsidiary has entered into a legally binding agreement for the sale of such securities and such securities are sold within sixty days of such Asset Sale), or Cash Equivalent Investments and (C) the net book value of such assets, together with the net book value of all other assets subject to an Asset Sale permitted under this clause (ii) (or clause (c)(ii) of Section 4.2.10 of the ADT Limited Guaranty (as defined in the Existing Credit Facility)) since the Existing Credit Facility Effective Date, does not exceed $130,000,000; or (d) each party to such Asset Sale is either ADT Limited or a Subsidiary of ADT Limited (other than the Borrower, any Subsidiary Guarantor or any Intermediate Parent Company); or (e) all parties to such Asset Sale are either the Borrower or a Subsidiary Guarantor.

Asset Dispositions, etc. ADT Limited The Company 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 (including accounts receivable, Capital Stock receivable and capital stock of Subsidiaries of ADT Limited and other InvestmentsSubsidiaries) to any Person (an "Asset Sale")Person, unless (a) such Asset Sale sale, transfer, lease, contribution or conveyance is in the ordinary course of its business or is permitted by Section 4.2.9; or9.3; (b) such Asset Sale sale, transfer, lease, contribution or conveyance is a Permitted Strategic Sale disposition of real estate or Permitted Auction Business Sale; orwarehouses owned or leased on the date hereof made within two years after the date hereof in connection with the Company's warehouse consolidation plan; (c) with respect to assets other than any real estate or warehouses purchased after the Capital Stock of date hereof, such sale is pursuant to a sale-leaseback arrangement so long as a leasehold mortgage is granted with respect thereto in form satisfactory to the Borrower and any Intermediate Parent CompanyAdministrative Agent; (id) such Asset Sale with respect to any sale, transfer, lease, contribution or conveyance which is in the ordinary course of business; or (ii) (A) if such Asset Sale consists of the sale or transfer of the Capital Stock of a Subsidiary of ADT Limited, all but not less than all of the Capital Stock of such Subsidiary is so sold or transferred, (B) such Asset Sale is for not less than the Fair Market Value of the assets sold (as determined in good faith by the Board of Directors of ADT Limited or a committee thereof, whose determination shall be evidenced by a certified written resolution of such Board or such committee) and the consideration received by ADT Limited or the relevant Subsidiary in respect of such Asset Sale (other than made in connection with a sale or disposition the acquisition of assets by the Capital Stock of Nu-Swift plc held by ADT Limited on the Effective Date) consists of at least 75% cash (including any cash proceeds received from the sale of securities received in such Asset SaleCompany, provided that at the time of such Asset Sale, ADT Limited or the relevant Subsidiary has entered into a legally binding agreement for the sale of such securities and such securities are sold within sixty days of such Asset Sale), or Cash Equivalent Investments and (C) the net book value of such assets, together with the net book value of all other assets subject sold, transferred, leased, contributed or conveyed otherwise than in the ordinary course of business by the Company or any of its Subsidiaries pursuant to an Asset Sale permitted under this clause (ii) (or clause (c)(ii) of Section 4.2.10 of the ADT Limited Guaranty (as defined in the Existing Credit Facility)) since the Existing Credit Facility Effective Closing Date, does not exceed $130,000,00010,000,000; (e) with respect to any sale, transfer, lease, contribution or conveyance (other than any sale, transfer, lease, contribution or conveyance of assets of the ProSource national accounts division) which is made in connection with the acquisition of assets by the Company, the net book value of such assets does not exceed the net book value of the assets acquired by the Company in connection with any such acquisition; (f) such sale, transfer, lease, contribution or conveyance is of obsolete or unuseful Equipment and the aggregate proceeds of all such sales, transfers, leases, contributions or conveyance of such Equipment is $5,000,000 or less in any fiscal year; (g) such sale, transfer, lease, contribution or conveyance shall be of Receivables Program Assets pursuant to a Qualified Receivables Transaction to a Receivables Subsidiary; or (dh) each party such sale, transfer, lease, contribution or conveyance shall be of Receivables Program Assets pursuant to such Asset Sale is either ADT Limited or a Qualified Receivables Transaction by a Receivables Subsidiary of ADT Limited (other than the Borrower, any Subsidiary Guarantor or any Intermediate Parent Company); or (e) all parties to such Asset Sale are either the Borrower or a Subsidiary GuarantorSpecial Purpose Vehicle.

Asset Dispositions, etc. ADT Limited The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, contribute or otherwise conveyconvey (including by way of merger), or grant options, warrants or other rights with respect to, all any of the Borrower's or any substantial part of its such Subsidiaries' assets (including accounts receivable, Capital Stock receivable or capital stock of Subsidiaries of ADT Limited and other InvestmentsSubsidiaries) to any Person (an "Asset Sale")Person, unless (a) such Asset Sale 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 or such Subsidiary's assets) or is of obsolete or worn out property, (ii) permitted by Section 4.2.9; or7.2.9, (iii) between Subsidiary Guarantors (other than any Designated Subsidiary) or from a Subsidiary Guarantor to the Borrower or from the Borrower to a Subsidiary Guarantor (other than a Designated Subsidiary) or (iv) of other assets of the Borrower or a Subsidiary having a value (determined based on the higher of book and fair market value) not to exceed $3,000,000 in any Fiscal Year; (b) such Asset Sale sale, transfer, lease, contribution or conveyance of such assets (including the SLB Properties), has a value (calculated at the higher of book value or fair market value) of less than $15,000,000 in any Fiscal Year and the net proceeds of which the Borrower or a Subsidiary thereof has elected to invest or cause to be invested in Qualified Assets as provided for in the definition of "Net Disposition Proceeds"; provided, however, that in each Fiscal Year in which the value of such assets so sold, transferred, leased, contributed or conveyed is a Permitted Strategic Sale less than $15,000,000 then the difference between such value and $15,000,000 may be carried over to any succeeding Fiscal Year so long as the aggregate value of assets so sold, transferred, leased, contributed or Permitted Auction Business Sale; orconveyed in any Fiscal Year shall not exceed $25,000,000 in any Fiscal Year; (c) with respect such sale, transfer, lease, contribution or conveyance is of Accounts pursuant to assets other than the Capital Stock of the Borrower and any Intermediate Parent Company (i) such Asset Sale is in the ordinary course of business; or (ii) (A) if such Asset Sale consists of the sale or transfer of the Capital Stock of a Subsidiary of ADT Limited, all but not less than all of the Capital Stock of such Subsidiary is so sold or transferred, (B) such Asset Sale is for not less than the Fair Market Value of the assets sold (as determined in good faith by the Board of Directors of ADT Limited or a committee thereof, whose determination shall be evidenced by a certified written resolution of such Board or such committee) and the consideration received by ADT Limited or the relevant Subsidiary in respect of such Asset Sale (other than in connection with a sale or disposition of the Capital Stock of Nu-Swift plc held by ADT Limited on the Effective Date) consists of at least 75% cash (including any cash proceeds received from the sale of securities received in such Asset Sale, provided that at the time of such Asset Sale, ADT Limited or the relevant Subsidiary has entered into a legally binding agreement for the sale of such securities and such securities are sold within sixty days of such Asset Sale), or Cash Equivalent Investments and (C) the net book value of such assets, together with the net book value of all other assets subject to an Asset Sale permitted under this clause (ii) (or clause (c)(ii) of Section 4.2.10 of the ADT Limited Guaranty (as defined in the Existing Credit Facility)) since the Existing Credit Facility Effective Date, does not exceed $130,000,000Permitted Receivables Transaction; or (d) each party to such Asset Sale sale, transfer, lease, contribution or conveyance is either ADT Limited permitted by Section 7.2.5 or a Subsidiary of ADT Limited (other than the Borrower, any Subsidiary Guarantor or any Intermediate Parent Company); or (e) all parties to such Asset Sale are either the Borrower or a Subsidiary GuarantorSection 7.2.12.

Asset Dispositions, etc. ADT Limited The Borrower will not, and will not permit any of its Subsidiaries to, sell, issue, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all any Property, business or assets of the Borrower or any substantial part of its assets Subsidiaries (including accounts receivablereceivable and Capital Stock) (each, Capital Stock of Subsidiaries of ADT Limited and other Investmentsa "Disposition") to any Person (an "Asset Sale")Person, unless (a) such Asset Sale is permitted by Section 4.2.9; or (b) such Asset Sale is a Permitted Strategic Sale or Permitted Auction Business Sale; or (c) with respect to assets other than the Capital Stock of the Borrower and any Intermediate Parent Companythan (i) such Asset Sale is the sale of Inventory (other than Vehicles) in the ordinary course of business; or business consistent with past practice, (ii) in the case of the Borrower and its Subsidiaries (other than the SPCs) the sale of Vehicles in the ordinary course of business consistent with past practice or which are otherwise obsolete or no longer useful in the ordinary course of such Person's business consistent with past practice; provided that with respect to any Vehicle which is (A) if an Eligible Non-Repurchase Vehicle, such Asset Sale consists sale shall be for cash at a price not less than the fair market value thereof and (B) an Eligible Repurchase Vehicle, such sale shall be for cash at a price not less than the Repurchase Price in respect thereof under the related Repurchase Agreement; and (iii) in the case of the SPCs, the sale of assets to the extent not prohibited by the Base Indenture, the applicable Series Supplement or transfer the applicable Lease; (b) the Disposition of Property (other than Vehicles), that is obsolete or no longer used or useful in such Obligor's business and having a net book value not exceeding $100,000 in any single transaction or $1,000,000 over the term of this Agreement; (c) the Disposition of the assets or Capital Stock of a Subsidiary of ADT Limited, all but not less than all any EMEA Subsidiary; (d) with prior written consent of the Capital Stock Administrative Agent, the Disposition of the real Property set forth on Item 8.2.9(d) ("Excluded Real Property") of the Disclosure Schedule; and (e) leases or subleases of its real Property to any Person so long as (A) such Subsidiary is so sold lease or transferredsublease does not interfere in any material respect in the business of the Borrower or any of its Subsidiaries, (B) the Borrower or such Asset Sale is Subsidiary shall have obtained the Administrative Agent's prior written approval, and (C) prior to executing and delivering such lease or sublease, as applicable, the Borrower or the relevant Subsidiary shall have caused the lessee or sublessee thereunder, as applicable, to execute and deliver to the Administrative Agent such documents as the Administrative Agent may reasonably request to maintain or protect its Lien on such real Property; provided that with respect to any Disposition permitted pursuant to clause (b), (c), (d) or (e) above, such Dispositions shall be made for cash at a price not less than the Fair Market Value fair market value thereof (or, in the case of the assets sold clause (as determined in good faith by the Board of Directors of ADT Limited or a committee thereofe) above, whose determination shall be evidenced by a certified for market-rate rent therefor). The Administrative Agent agrees, on reasonable prior written resolution of such Board or such committee) and the consideration received by ADT Limited or the relevant Subsidiary in respect of such Asset Sale (other than in connection with a sale or disposition of the Capital Stock of Nu-Swift plc held by ADT Limited on the Effective Date) consists of at least 75% cash (including any cash proceeds received notice from the sale Borrower of securities received a Disposition permitted pursuant to this Section 6.2.9. to release its Lien, if any, on such assets or other properties in order to permit the applicable Person to effect such Asset Sale, provided that at the time of such Asset Sale, ADT Limited or the relevant Subsidiary has entered into a legally binding agreement for the sale of such securities Disposition and such securities are sold within sixty days of such Asset Sale), or Cash Equivalent Investments shall execute and (C) the net book value of such assets, together with the net book value of all other assets subject deliver to an Asset Sale permitted under this clause (ii) (or clause (c)(ii) of Section 4.2.10 of the ADT Limited Guaranty (as defined in the Existing Credit Facility)) since the Existing Credit Facility Effective Date, does not exceed $130,000,000; or (d) each party to such Asset Sale is either ADT Limited or a Subsidiary of ADT Limited (other than the Borrower, any Subsidiary Guarantor at the Borrower's expense, appropriate UCC-3 termination statements (or any Intermediate Parent Company); or (eequivalent or similar statements under applicable personal property security statutes) all parties to such Asset Sale are either and other releases as reasonably requested by the Borrower or a Subsidiary GuarantorBorrower, if applicable.

Asset Dispositions, etc. ADT Limited 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 (including accounts receivable, Capital Stock receivable and capital stock of Subsidiaries of ADT Limited and other InvestmentsSubsidiaries) to any Person (an "Asset Sale")other than to the Borrower or a Restricted Subsidiary, unless (a) such Asset Sale sale, transfer, lease, contribution or conveyance is (i) in the ordinary course of its business, (ii) permitted by Section 4.2.98.2.9 or (iii) of CES or its Subsidiaries or any of their respective assets; or (b) in the event such Asset Sale is sale, transfer, lease, contribution or conveyance involves the Domestic Gas Reserves, such sale, transfer, lease, contribution or conveyance is, individually and taken together with all prior sales, transfers, leases, contributions or conveyances within the same calendar year, a Permitted Strategic Sale or Permitted Auction Business Sale; or (c) with respect to assets other than the Capital Stock of the Borrower such sale, transfer, lease, contribution or conveyance is not covered by clauses (a) or (b) above and any Intermediate Parent Company (i) such Asset Sale is in the ordinary course of business; or (ii) (A) if such Asset Sale consists of the sale Borrower or transfer of the Capital Stock of a its Subsidiary of ADT Limited, all but not less than all of the Capital Stock of such Subsidiary is so sold or transferred, (B) such Asset Sale is for not less than the Fair Market Value of the assets sold (as determined in good faith by the Board of Directors of ADT Limited or a committee thereof, whose determination shall be evidenced by a certified written resolution of such Board or such committee) and the receives consideration received by ADT Limited or the relevant Subsidiary in respect of such Asset Sale (other than in connection with a sale or disposition of the Capital Stock of Nu-Swift plc held by ADT Limited on the Effective Date) consists of at least 75% cash (including any cash proceeds received from the sale of securities received in such Asset Sale, provided that at the time of such Asset Salesale, ADT Limited transfer, lease, contribution or conveyance at least equal to the relevant fair market value of assets being sold, transferred, leased, contributed or conveyed, (ii) at least sixty percent (60%) of the consideration received by the Borrower or such Subsidiary has entered into is in the form of cash or cash equivalents, (iii) in the case of any such sale, transfer, lease, contribution or conveyance by a legally binding agreement for the sale Subsidiary that is not an Incremental Pledged Subsidiary, an amount equal to 100% of such securities and such securities are sold Net Available Cash therefrom is either reinvested in Additional Assets of a Dedicated Subsidiary within sixty 365 days of such Asset Sale), Sale or Cash Equivalent Investments applied by the Borrower as provided herein to prepay the Loans and (C) the net book value of such assets, together with the net book value of all other assets subject to an Asset Sale permitted loans outstanding under this clause (ii) (or clause (c)(ii) of Section 4.2.10 of the ADT Limited Guaranty (as defined in the Existing Credit Facility)) since the Existing Credit Facility Effective DateAgreement, does not exceed $130,000,000; or (d) each party to such Asset Sale is either ADT Limited or a Subsidiary of ADT Limited so long as any Net Available Cash from Dedicated Assets (other than Incremental Dedicated Assets) is applied by the BorrowerBorrower as provided in Section 2.2.2 and (iv) in the case of any such sale, any Subsidiary Guarantor transfer, lease, contribution or any Intermediate Parent Companyconveyance by an Incremental Pledged Subsidiary, an amount equal to 100% of Net Available Cash therefrom is applied by the Borrower as provided in Section 3.1.1(e); or. (eaa) all parties There shall be added to such Asset Sale are either the Borrower or Credit Agreement a Subsidiary Guarantor.new Section 10.9 reading in its entirety as follows:

Asset Dispositions, etc. ADT Limited will not, and will not permit any of its Subsidiaries 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 (including accounts receivable, Capital Stock of Subsidiaries subsidiaries of ADT Limited and other Investments) to any Person person (an "Asset Sale"), unless (a) such Asset Sale is permitted by Section 4.2.9; or (b) such Asset Sale is a Permitted Strategic Sale or Permitted Auction Business Sale; or (c) with respect to assets other than the Capital Stock of the Borrower and any Intermediate Parent Company (i) such Asset Sale is in the ordinary course of business; or (iid) (A) if such Asset Sale consists of the sale or transfer of the Capital Stock of a Subsidiary subsidiary of ADT Limited, all but not less than all of the Capital Stock of such Subsidiary subsidiary is so sold or transferred, (B) such Asset Sale is for not less than the Fair Market Value of the assets sold (as determined in good faith by the Board of Directors of ADT Limited or a committee thereof, whose determination shall be evidenced by a certified written resolution of such Board or such committee) and the consideration received by ADT Limited or the relevant Subsidiary subsidiary in respect of such Asset Sale (other than in connection with a sale or disposition of the Capital Stock of Nu-Swift plc held by ADT Limited on the Effective Date9 January 1997) consists of at least 75% cash (including any cash proceeds received from the sale of securities received in such Asset Sale, provided that at the time of such Asset Sale, ADT Limited or the relevant Subsidiary subsidiary has entered into a legally binding agreement for the sale of such securities and such securities are sold within sixty days of such Asset Sale), or Cash Equivalent Investments and (C) the net book value of such assets, together with the net book value of all other assets subject to an Asset Sale permitted under this clause (ii) (or clause (c)(ii) of Section 4.2.10 of the ADT Limited Guaranty (as defined in the Existing Credit Facility)d) since the Existing Credit Facility Effective Date, Closing Date plus $10,100,000 does not exceed $130,000,000; or (de) each party without prejudice to the provisions of Section 4.1.6 (a) such Asset Sale is either to another member of the ADT Limited or a Subsidiary Group, provided that in the case of ADT Limited (other than the Borrower, disposal of any Subsidiary Guarantor Capital Stock of any Obligor or any Intermediate Parent Company); or , clauses (a) to (e) all parties to of this Section 4.2.10. shall not apply and such Asset Sale are either disposal shall only be made with the Borrower or a Subsidiary Guarantorprior written consent of an Instructing Group.