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.
Appears in 3 contracts
Samples: Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp)
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 any Subsidiary may sell, lease, transfer or otherwise dispose of Property to any Borrower(s) the Borrowers or to a wholly-owned Subsidiary; provided that if the transferor of such Property is a Loan PartyGuarantor, the transferee thereof must either be a Loan PartyBorrower or a Guarantor;
(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 (b6.10(a)-(c), which, in connection with Asset Dispositions the aggregate Net Cash Proceeds of which are in excess of $75,000,00050,000,000, 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 through (e) shall be for fair market value.
Appears in 2 contracts
Samples: Term Loan Agreement (Potlatch Corp), Term Loan Agreement (Potlatch Corp)
Asset Dispositions. The Loan Parties Borrower will not, and will not permit any of the Consolidated Party Subsidiaries to, sell, transfer, lease or otherwise dispose of (each a "Sale") any asset, including any Equity Interest, owned by it, nor will the Borrower permit any of the Subsidiaries to make issue any Asset Disposition or enter into any agreement to make any Asset Dispositionadditional Equity Interest in such Subsidiary, except:
(a) any Consolidated Party may sellSales in the ordinary course of business of inventory and worn out or surplus equipment and Permitted Investments, leaseand Sales in the ordinary course of business and consistent with past practices of assets other than property, transfer or otherwise dispose plant, Investments in Subsidiaries and Intellectual Property; provided that licensing of equipment or real property to Intellectual Property in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds of any such transaction are reasonably promptly applied to the purchase price of such replacement propertybusiness and consistent with past practices shall be permitted;
(b) Sales to the 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 any such Property sale, transfer or disposition by a Credit Party to a Subsidiary that is not a Loan Party, the transferee thereof must Credit Party shall be a Loan Partymade in compliance with Section 6.05;
(c) Asset Dispositions permitted by Section 7.04the Sale of Equity Interests in Sava Joint Venture Holding d.o.o. to the European JV or any Subsidiary thereof (and any sale of such Equity Interests to the Borrower in connection therewith);
(d) Asset Dispositions by the Borrowers Sales of accounts receivable or interests therein in Securitization Transactions permitted under Sections 6.01(g) and their Subsidiaries of Property pursuant to sale-leaseback transactions to the extent such disposition is permitted by Section 7.13; and(r);
(e) the Borrowers Sales of assets in Sale and their Subsidiaries may sell, lease, transfer or otherwise dispose of assets, to the extent not otherwise Leaseback Transactions permitted under this Section 7.056.03;
(f) Sales of any Equity Interests in any Person that is not a Subsidiary;
(g) Sales to Persons other than the Borrower or any Subsidiary of assets listed on Schedule 6.06; provided that (i) at least 50% of the time consideration received in each such Sale of the assets listed on Part I of Schedule 6.06 shall consist of cash and (ii) at least 75% of the consideration received in each other such Asset Disposition, no Default Sale listed on Part II of Schedule 6.06 shall exist consist of cash;
(h) Sales to the extent the aggregate value of the consideration received in any such Sale or would result therefromseries of related Sales does not exceed $10,000,000;
(i) Investments expressly permitted by Section 6.05; and
(j) Sales (other than Sales of accounts receivable or inventory) that are not permitted by any other clause of this Section 6.06; provided that (i) the aggregate consideration received in respect of all such Sales in reliance upon this clause (j) shall not exceed $300,000,000 in the aggregate, (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 all Sales permitted pursuant to clauses this clause (a), (b) (other than transactions between and among Loan Parties), (c), (d) and (ej) shall be made for fair market value, as reasonably determined by the Borrower, and (iii) at least 75% of the consideration received in each such Sale shall consist of cash.
Appears in 2 contracts
Samples: Term Loan and Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/), Term Loan and Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
Asset Dispositions. The Loan Parties will not permit any Consolidated Party to make Make any Asset Disposition or enter into any agreement to 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 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 propertyits Subsidiaries;
(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 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 Partyand its Subsidiaries;
(c) Asset Dispositions permitted leases, subleases, licenses or sublicenses of real or personal property granted by Section 7.04the 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 by in connection with Insurance and Condemnation Events; provided that the Borrowers and their Subsidiaries requirements of Property pursuant to sale-leaseback Section 4.4(b) are complied with in connection therewith;
(e) Assets Dispositions in connection with transactions to the extent such disposition is permitted by Section 7.139.4; and
(ef) the Borrowers and their Subsidiaries may sell, lease, transfer or otherwise dispose of assets, to the extent Asset Dispositions not otherwise permitted under pursuant to this Section 7.05Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result therefromfrom such Asset Disposition, (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 is made for fair market valuevalue and the consideration received shall be no less than 75% in cash or Cash Equivalents, (iii) the aggregate fair market value of all property disposed of in reliance on this clause (f) shall not exceed 15.0% of Consolidated Total Assets of the Borrower and its Subsidiaries (measured as of the end of the most recent fiscal quarter) during any Fiscal Year.
Appears in 2 contracts
Samples: Credit Agreement (Copart Inc), Credit Agreement (Copart Inc)
Asset Dispositions. The Loan (a) None of the Credit Parties will not permit any Consolidated Party to make any Asset Disposition or enter into any agreement to make any Asset Disposition; provided, exceptthat, the foregoing provisions of this Section 7.5 shall not prohibit the following:
(ai) any Consolidated Asset Disposition by any Credit Party may sell, lease, transfer or otherwise dispose of equipment or real property to the extent that Borrower or any Guarantor if (i) such property is exchanged for credit against the purchase price of similar replacement property or (iiA) the proceeds Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of any Section 6.11 after giving effect to such transaction are reasonably promptly applied to the purchase price of such replacement property;
Asset Disposition and (bB) 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 after giving effect such Asset Disposition, no Default shall exist or would result therefrom, Event of Default exists;
(ii) upon the sale of inventory in the ordinary course of business;
(iii) the liquidation or sale of Cash Equivalents for the account of the Borrower; and
(iv) any other Asset Disposition; provided, that (A) the consideration therewith is cash or Cash Equivalents; (B) if such transaction is a Sale and Leaseback Transaction, such transaction is permitted by the terms of Section 7.13; (C) if such Asset Disposition is a Casualty or Condemnation, the Net Cash Proceeds resulting therefrom are applied as required by this Agreement; (D) such transaction does not involve the sale or other disposition of an equity interest in any Credit Party; (E) the aggregate net book value of all of the assets sold or otherwise disposed of by the Credit Parties in all such transactions in reliance on this paragraph 7.5(a)(iv) (inclusive of the amount of any Excluded Asset Dispositions pursuant to clauses (c) and/or (d) of the definitions thereof) shall not exceed $5,000,000 in any fiscal year of the Borrower during the term of this Agreement; and (F) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after 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), transaction.
(b) Upon consummation of an Asset Disposition permitted by this Section 7.5, the Agent shall (other than transactions between to the extent applicable) deliver to the Borrower, upon the Borrower's request and among Loan Parties)at the Borrower's expense, (c)such documentation as is reasonably necessary to evidence the release of the Agent's security interest, (d) if any, in the assets being disposed of, including amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and (e) shall be for fair market valuethe release of such Subsidiary from all of its obligations, if any, under the Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement (Kendle International Inc), Credit Agreement (Kendle International Inc)
Asset Dispositions. The Loan Parties Borrower will not, and will not permit any of the Consolidated Party Subsidiaries to, sell, transfer, lease or otherwise dispose of (each a "Sale") any asset, including any Equity Interest, owned by it, nor will the Borrower permit any of the Subsidiaries to make issue any Asset Disposition or enter into any agreement to make any Asset Dispositionadditional Equity Interest in such Subsidiary, except:
(a) any Consolidated Party may sellSales in the ordinary course of business of inventory and worn out or surplus equipment and Permitted Investments, leaseand Sales in the ordinary course of business and consistent with past practices of assets other than property, transfer or otherwise dispose plant, Investments in Subsidiaries and Intellectual Property; provided that licensing of equipment or real property to Intellectual Property in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds of any such transaction are reasonably promptly applied to the purchase price of such replacement propertybusiness and consistent with past practices shall be permitted;
(b) Sales to the 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 any such Property sale, transfer or disposition by a Credit Party to a Subsidiary that is not a Loan Party, the transferee thereof must Credit Party shall be a Loan Partymade in compliance with Section 6.05;
(c) Asset Dispositions permitted by Section 7.04the Sale of Equity Interests in Sava Joint Venture Holding d.o.o. to the European JV or any Subsidiary thereof (and any sale of such Equity Interests to the Borrower in connection therewith);
(d) Asset Dispositions by the Borrowers Sales of accounts receivable or interests therein in Securitization Transactions permitted under Sections 6.01(g) and their Subsidiaries of Property pursuant to sale-leaseback transactions to the extent such disposition is permitted by Section 7.13; and(r);
(e) the Borrowers Sales of assets in Sale and their Subsidiaries may sell, lease, transfer or otherwise dispose of assets, to the extent not otherwise Leaseback Transactions permitted under this Section 7.056.03;
(f) Sales of any Equity Interests in any Person that is not a Subsidiary;
(g) Sales to Persons other than the Borrower or any Subsidiary of assets listed on Schedule 6.06; provided that (i) at least 50% of the time consideration received in each such Sale of the assets listed on Part I of Schedule 6.06 shall consist of cash and (ii) at least 75% of the consideration received in each other such Asset Disposition, no Default Sale listed on Part II of Schedule 6.06 shall exist consist of cash;
(h) Sales to the extent the aggregate value of the consideration received in any such Sale or would result therefromseries of related Sales does not exceed $10,000,000;
(i) Investments expressly permitted by Section 6.05; and
(j) Sales (other than Sales of accounts receivable or inventory) that are not permitted by any other clause of this Section 6.06; provided that (i) the aggregate consideration received in respect of all such Sales in reliance upon this clause (j) shall not exceed $250,000,000 in the aggregate, (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 all Sales permitted pursuant to clauses this clause (a), (b) (other than transactions between and among Loan Parties), (c), (d) and (ej) shall be made for fair market value, as reasonably determined by the Borrower, and (iii) at least 75% of the consideration received in each such Sale shall consist of cash.
Appears in 2 contracts
Samples: Term Loan Agreement (Goodyear Tire & Rubber Co /Oh/), Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
Asset Dispositions. The Loan Parties Borrower will not not, nor will Borrower permit any Consolidated other Credit Party to make any Asset Disposition or enter into any agreement to make any Asset Dispositionto, except:
(a) any Consolidated Party may sell, lease, transfer transfer, abandon or otherwise dispose of equipment or real property to the extent that any asset other than (i) such property is exchanged for credit against the purchase price of similar replacement property or (iia) the proceeds sale in the ordinary course of business of Hydrocarbons produced from Borrower’s or 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 other Credit 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)’s Mineral Interests, (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment, exchange or other disposition of other assets; provided, that, the aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) of all assets sold, leased, transferred or disposed of pursuant to this clause (b) in any period between Scheduled Redeterminations shall not exceed five percent (5%) of the Borrowing Base then in effect (for purposes of this clause (b) the Closing Date will be deemed to be a Scheduled Redetermination); provided, further, that, no Asset Disposition shall be permitted pursuant to this clause (b) unless all mandatory prepayments required by Section 3.6 in connection with such Asset Disposition are made concurrently (or at such other times as provided herein) therewith, (c) subject to the terms and conditions set forth in this Agreement, including, without limitation, Section 9.14, any Permitted Exchange, and (d) subject to the terms and conditions set forth in this Agreement, including, without limitation, Section 6.1, transfers of assets to another Credit Party. In no event will Borrower sell, transfer or dispose of any Equity in any Subsidiary nor will any Credit Party (other than transactions between and among Loan Parties)WPC) issue or sell any Equity or any option, (c), (d) and (e) shall be for fair market valuewarrant or other right to acquire such Equity or security convertible into such Equity to any Person other than another Credit Party.
Appears in 2 contracts
Samples: Credit Agreement (Whiting Petroleum Corp), Credit Agreement (Whiting Petroleum Corp)
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) any 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 (b6.10(a)-(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.
Appears in 2 contracts
Samples: Credit Agreement (Potlatchdeltic Corp), Credit Agreement (Potlatchdeltic Corp)
Asset Dispositions. The Loan Parties Borrower will not, and will not permit any Consolidated Party of its Subsidiaries to, sell, transfer, lease, contribute or otherwise convey (including in connection with a sale and leaseback transaction), or grant options, warrants or other rights with respect to, all or any part of its assets (including accounts receivable and Capital Stock of Subsidiaries) to make any Asset Disposition or enter into any agreement to make any Asset DispositionPerson, exceptother than:
(a) any Consolidated Party may sell, lease, transfer or otherwise dispose sales of equipment or real property to inventory in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds of any such transaction are reasonably promptly applied to the purchase price of such replacement propertybusiness;
(b) Borrower sales or Subsidiary may sellother dispositions of equipment which is worn-out or obsolete in the ordinary course of business, lease, transfer or otherwise dispose of Property vehicles customarily replaced from time to any Borrower(s) or time to a wholly-owned Subsidiary; provided that if the transferor of such Property is a Loan Party, the transferee thereof must be a Loan Partyextent permitted in subsection 8.2(c)(iii);
(c) Asset Dispositions permitted by Section 7.04;
(d) Asset Dispositions by dispositions of assets for an amount not less than the Borrowers fair market value thereof 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 which are not otherwise permitted under this Section 7.05; provided that hereunder to Persons who are not Affiliates of the Borrower if:
(i) at the time of such Asset Disposition, disposition no Default or Event of Default exists or shall exist or would result therefrom, from such disposition;
(ii) upon giving effect the aggregate value of all assets so sold by the Borrower and its Subsidiaries does not exceed $20,000,000 in any fiscal year and $50,000,000 in the aggregate;
(iii) to the extent the Net Proceeds of such Asset Disposition on disposition exceed, together with the sales or other dispositions permitted under subsection 8.2(b), $500,000 in the aggregate for all such dispositions in any fiscal year, such Net Proceeds are (A) applied by the Borrower or any Subsidiary to the repayment of the Obligations to the extent required by subsection 2.7(b)(i), or (B) used, to the extent permitted by subsection 2.7(b)(i), within 180 days of receipt thereof by the Borrower or any of its Subsidiaries to purchase assets in a Pro Forma Basisbusiness or businesses permitted by Section 8.18, or a Permitted Acquisition; provided, that a Responsible Officer of the Loan Parties would Borrower shall have notified the Administrative Agent promptly after its determination to so apply the Net Proceeds and shall have certified the receipt of fair market value for such assets or Permitted Securities and the proper application of such Net Proceeds in accordance with this subsection 8.2(c); and
(iv) the aggregate amount of non-cash consideration for all such dispositions does not exceed $5,000,000, of which no more than $1,000,000 may be in compliance with the financial covenants set forth in Section 6.10(a) and (b), which, form of outstanding notes or other debt instruments; provided that such $5,000,000 shall be reduced by the fair market value of any assets exchanged or disposed of for non-cash consideration 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), Special Investment;
(d) and license agreements entered into by the Borrower or any Subsidiary, as licensor, in the ordinary course of business for the use of any Intellectual Property or other intangible assets of the Borrower or such Subsidiary, including such exclusive licenses permitted by subsection 8.1(l) or the disposition of such Intellectual Property as the Board of Directors of such Person shall have determined is no longer in the best interests of such Person to retain;
(e) transfers constituting advances, loans, extensions of credit, capital contributions and other investments permitted by Section 8.4;
(f) sales of accounts receivable for cash in the ordinary course of business which are more than 90 days past due, which sales shall be for fair market valuewithout recourse to the Borrower or its Subsidiaries;
(g) transfers, sales, and conveyances of assets between the Borrower and any of its Subsidiaries to the extent permitted by subsection 8.4(d); and
(h) sales of assets of any Subsidiary of the Borrower to the Borrower or any of its Subsidiaries to the extent permitted by 8.3(b).
Appears in 1 contract
Asset Dispositions. The Loan Parties Borrower and the Crescent Guarantors will not permit any member of the Consolidated Party Group to make any Asset Disposition or enter into (including, without limitation, any agreement to make any Asset DispositionSale and Leaseback Transaction), except:unless
(a) any Consolidated Party may sell, lease, transfer or otherwise dispose of equipment or real property to the extent that (i) the sale, lease or other disposition is to a member of the Crescent Consolidated Group or a member of the Xxxxxxxx'x Consolidated Group, which, in any such property case, is exchanged for credit against the purchase price of similar replacement property or a Guarantor hereunder;
(ii) such Asset Disposition is in connection with the proceeds closing of any such transaction are reasonably promptly applied to store locations in the purchase price ordinary course of such replacement propertybusiness;
(biii) Borrower such Asset Disposition is the result of theft, loss, physical destruction or Subsidiary may selldamage, lease, transfer taking 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 similar event with respect 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 assets subject to such Asset Disposition on and the proceeds from insurance resulting from such Asset Disposition are used to repair, replace or reinvest in the same or similar assets; or
(iv) in all other cases, (A) at least seventy-five percent (75%) of the consideration paid therefor shall consist of cash and Cash Equivalents, (B) if the subject transaction involves Capital Stock of a Pro Forma BasisSubsidiary, the Loan Parties would be subject transaction is of a controlling interest in such Subsidiary, (C) the aggregate net book value of all assets sold, leased or otherwise disposed of shall not exceed $5,000,000 in any fiscal year, (D) no Default or Event of Default shall exist immediately after giving effect thereto, and (E) the Borrower shall have demonstrated compliance with the financial covenants set forth hereunder on a Pro Forma Basis after giving effect to the disposition and shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate (including reaffirmation of the representations and warranties hereunder as of such date before and after giving effect to such transaction) in Section 6.10(aconnection therewith. The Administrative Agent will promptly deliver to the Borrower upon request, at the Borrower's expense, such release documentation (including delivery of applicable stock certificates) and (b), which, as may be reasonably requested to give effect to the release of subject assets from the security interests securing the obligations hereunder 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 valuepermitted hereunder.
Appears in 1 contract
Samples: Credit Agreement (Friedmans Inc)
Asset Dispositions. The Loan Parties will not permit any Consolidated Party to make Make any Asset Disposition or enter into any agreement to make any Asset Disposition, except:
(a) the sale, abandonment or other disposition of obsolete, worn-out or surplus assets no longer needed or necessary in the business of the Consolidated Company effecting such Disposition or 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 propertyits Subsidiaries;
(b) Borrower non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or Subsidiary may sellin the aggregate, lease, transfer or otherwise dispose in any material respect with the conduct of Property to any Borrower(s) or to a wholly-owned Subsidiary; provided that if the transferor business of such Property is a Loan Party, the transferee thereof must be a Loan PartyConsolidated Companies;
(c) Asset Dispositions permitted leases, subleases, licenses or sublicenses of real or personal property granted by Section 7.04the US Borrower or any of its Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Consolidated Companies;
(d) Asset Dispositions by in connection with Insurance and Condemnation Events; provided that the Borrowers and their Subsidiaries requirements of Property pursuant to sale-leaseback Section 4.4(b) are complied with in connection therewith;
(e) Asset Dispositions in connection with transactions to the extent such disposition is permitted by Section 7.139.4;
(f) Asset Dispositions with respect to the assets of Intellichoice Energy, LLC and its Subsidiaries, or substantially all of the Equity Interests issued by Intellichoice Energy, LLC; and
(eg) the Borrowers and their Subsidiaries may sell, lease, transfer or otherwise dispose of assets, to the extent Asset Dispositions not otherwise permitted under pursuant to this Section 7.05Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result therefromfrom such Asset Disposition, (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 is made for fair market valuevalue and the consideration received shall be no less than seventy-five percent (75%)% in cash, and (iii) the aggregate book value of all property disposed of in reliance on this clause (f) shall not exceed $10,000,000 in any Fiscal Year.
Appears in 1 contract
Asset Dispositions. The Loan Parties Each of the Borrower and New ICE Parent will not, and will not permit or cause any Consolidated Party of its Subsidiaries to, directly or indirectly, make or agree to make any Asset Disposition or enter into any agreement to make any Asset Disposition, exceptexcept for:
(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 sale, exchange or other disposition of similar replacement property or (ii) inventory, Cash Equivalents, assets and properties in the proceeds ordinary course 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 Partybusiness, the transferee thereof must be a Loan Party;
sale or write-off of past due or impaired accounts receivable for collection purposes (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 sellbut not for factoring, lease, transfer securitization or otherwise dispose of assets, other financing purposes to the extent not otherwise permitted hereunder), and the termination or unwinding of Hedge Agreements permitted hereunder;
(ii) any Asset Disposition between and among New ICE Parent or any of its Subsidiaries;
(iii) the disposition of any property or asset of New ICE Parent or any Subsidiary resulting from any casualty event or other insured damage, or any taking under this Section 7.05power of eminent domain or by condemnation or similar proceeding;
(iv) any Asset Disposition outside the ordinary course of business; provided that (iA) at the time of such Asset Disposition, whether in one transaction or a series of transactions, does not constitute all or substantially all of the assets of New ICE Parent and its Subsidiaries taken as a whole, (B) no Default or Event of Default shall exist have occurred and be continuing or would result therefromtherefrom and (C) in respect of any Asset Disposition with an aggregate book or fair value exceeding $500,000,000, (ii) upon New ICE Parent shall provide the Lenders with a Compliance Certificate prepared on a Pro Forma Basis after giving effect to such Asset Disposition on a Pro Forma Basis, the Loan Parties would be in demonstrating compliance with the financial covenants set forth in Section 6.10(aArticle VI; and
(v) and (b), which, any Asset Disposition 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 Indebtedness permitted pursuant to clauses (aSections 7.2(iv), (b) (other than transactions between and among Loan Parties), (c), (d7.2(v) and (e7.2(vi) shall be for fair market valueand Liens permitted pursuant to Section 7.3(viii).
Appears in 1 contract
Asset Dispositions. The Loan Parties will not permit any Consolidated Party to make Make any Asset Disposition or enter into any agreement to make any Asset Disposition, except:
(a) the sale of obsolete, worn-out or surplus assets no longer used or useful in the business of the Borrower or 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 propertyits Subsidiaries;
(b) licenses and sublicenses (and terminations thereof) of intellectual property rights in the ordinary course of business or among any of the Borrower and its Subsidiaries not interfering, individually or Subsidiary may sellin the aggregate, lease, transfer or otherwise dispose in any material respect with the conduct of Property to any Borrower(s) or to a wholly-owned Subsidiary; provided that if the transferor business of such Property is a Loan Party, the transferee thereof must be a Loan PartyBorrower and its Subsidiaries;
(c) Asset Dispositions permitted leases, subleases, licenses or sublicenses (and terminations thereof) of real or personal property granted by Section 7.04any Borrower or any of its 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 Subsidiaries;
(d) Asset Dispositions by the Borrowers dispositions in connection with Insurance and their Subsidiaries of Property pursuant to sale-leaseback transactions to the extent such disposition is permitted by Section 7.13; andCondemnation Events;
(e) the Borrowers abandonment or disposition of intellectual property determined by Borrower and its Subsidiaries to no longer be necessary in the conduct of their businesses;
(f) dispositions by Xxxxxxx and its Subsidiaries may sell, lease, transfer or otherwise dispose of assets, receivables pursuant to the extent Existing Xxxxxxx Credit Agreement; and
(g) Asset Dispositions not otherwise permitted under pursuant to this Section 7.05Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result therefrom, from such Asset Disposition and (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 book value of which are all property disposed of 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 reliance on this clause (a), (b) (other than transactions between and among Loan Parties), (c), (d) and (eg) shall be for fair market valuenot exceed $10,000,000 in any Fiscal Year; and
(h) Investments permitted under Section 9.3.
Appears in 1 contract
Samples: Credit Agreement (Cirrus Logic Inc)
Asset Dispositions. The Loan Parties will not permit any Consolidated Party to make Make any Asset Disposition or enter into any agreement to make any Asset Disposition, except:
(a) any Consolidated Party may sellthe sale of obsolete, lease, transfer worn-out or otherwise dispose of equipment surplus assets no longer used or real property to usable in the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds business of any such transaction are reasonably promptly applied to the purchase price Borrower or any of such replacement propertyits respective Subsidiaries;
(b) Borrower or Subsidiary may sell, lease, transfer or otherwise dispose non-exclusive licenses and sublicenses of Property to any Borrower(s) or to a wholly-owned Subsidiary; provided that if intellectual property rights in the transferor ordinary course of such Property is a Loan Party, the transferee thereof must be a Loan Partybusiness;
(ci) Asset Dispositions permitted leases, subleases, licenses or sublicenses of real or personal property granted by Section 7.04any Borrower or any of its respective Subsidiaries to others (A) in the ordinary course of business or (B) that, in the reasonable business judgment of such Borrower or any of its Subsidiaries, would not detract from the value of such real or personal property nor interfere in any material respect with the business of such Borrower or any of its Subsidiaries and (ii) a sale of property pursuant to a Sale and Leaseback Transaction (provided that the aggregate fair market value (measured at the time of the applicable sale) of all property covered by any outstanding Sale and Leaseback Transaction at any time shall not exceed $10,000,000);
(d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 5.4(b) are complied with in connection therewith;
(e) Asset Dispositions permitted in connection with transactions permitted by the Borrowers and their Subsidiaries of Property pursuant to sale-leaseback transactions Sections 10.3, 10.4 or 10.6 but only to the extent that such disposition is transaction was permitted by Section 7.13without reference to this clause (e); and
(ef) the Borrowers Asset Dispositions (other than as a part of a Sale and their Subsidiaries may sell, lease, transfer or otherwise dispose of assets, to the extent Leaseback Transaction) not otherwise permitted under pursuant to this Section 7.0510.5; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result therefromfrom such Asset Disposition, (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 is made for fair market valuevalue and the consideration received shall be no less than seventy-five percent (75%) in cash, (iii) the aggregate fair market value of all property disposed of in reliance on this clause (f) shall not exceed $200,000,000 during the term of this Agreement and (iv) the requirements of Section 5.4(b) are complied with in connection therewith.
Appears in 1 contract
Asset Dispositions. The Immediately upon the receipt by any Loan Parties will Party or any of its Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by any Borrower or any of its Subsidiaries (other than Princeton Canada) of property or assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions not in excess of $100,000 in the aggregate in any fiscal year), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d) in an amount equal to 100% of the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) Administrative Borrower shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition, (C) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, and (D) Borrowers or their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrowers and their Subsidiaries shall have the option to apply up to $250,000 in the aggregate per fiscal year of such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(d). Nothing contained in this Section 2.4(c)(ii) shall permit any Consolidated Party Borrower or any of its Subsidiaries to make any Asset Disposition or enter into any agreement to make any Asset Disposition, except:
(a) any Consolidated Party may sell, lease, transfer sell 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 any 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) (assets other than transactions between and among Loan Parties), (c), (d) and (e) shall be for fair market valuein accordance with Section 6.4.
Appears in 1 contract
Asset Dispositions. The Loan Parties Borrower will not not, nor will Borrower permit any Consolidated other Credit Party to make any Asset Disposition or enter into any agreement to make any Asset Dispositionto, except:
(a) any Consolidated Party may sell, lease, transfer transfer, abandon or otherwise dispose of equipment any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower's Mineral Interests, and (b) provided no Event of Default or real property Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment, exchange or other disposition of other assets; provided, that, no sale, lease, transfer, abandonment, exchange or other disposition by Borrower or any of its Subsidiaries of Borrowing Base Properties with an aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and, in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (for purposes of this clause (b) the Closing Date will be deemed to be a Scheduled Redetermination) in excess of five percent (5%) of the extent that Conforming Borrowing Base then in effect shall be permitted pursuant to this clause (b) unless each of the following conditions is satisfied:
(i) such property is exchanged for credit against the purchase price of similar replacement property or Borrower shall have provided Administrative Agent with not less than ten (ii10) the proceeds of any such transaction are reasonably promptly applied to the purchase price Domestic Business Days written notice of such replacement property;
(b) Borrower or Subsidiary may sellsale, lease, transfer transfer, abandonment, exchange or other disposition, which notice shall include a specific description of the assets to be sold, leased, transferred, abandoned, exchanged 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 therefromdisposed, (ii) upon giving effect any Redetermination of the Borrowing Base and the Conforming Borrowing Base pursuant to such Asset Disposition on a Pro Forma BasisSection 4.4 hereof shall have occurred, the Loan Parties would be in compliance with the financial covenants set forth in (iii) all mandatory prepayments required by Section 6.10(a) and (b), which, 2.6 in connection with Asset Dispositions such sale, lease, transfer, abandonment, exchange or other disposition are made concurrently with the aggregate Net Cash Proceeds closing thereof, (iv) no Borrowing Base Deficiency will exist after consummation of which are in excess such sale, lease, transfer, abandonment, exchange or other disposition (and application of $75,000,000, shall be evidenced by a Pro Forma Compliance Certificate delivered by the Borrowers proceeds thereof to the Administrative Agent; provided, however, that any Asset Disposition pursuant to clauses (amandatory prepayments required by Section 2.6), and (bv) (no Default has occurred which is continuing. In no event will Borrower sell, transfer or dispose of any Equity in any Subsidiary nor will any Credit Party issue or sell any Equity or any option, warrant or other right to acquire such Equity or security convertible into such Equity to any Person other than transactions between and among Loan Parties), (c), (d) and (e) shall be for fair market valuethe Credit Party which is the direct parent of such issuer on the Closing Date."
Appears in 1 contract
Asset Dispositions. The Loan Parties will not permit any Consolidated Party to make Make any Asset Disposition or enter into any agreement to 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 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 propertyits Restricted Subsidiaries;
(b) Borrower or Subsidiary may sell, lease, transfer or otherwise dispose non-exclusive licenses and sublicenses of Property to any Borrower(s) or to a wholly-owned Subsidiary; provided that if intellectual property rights in the transferor ordinary course of such Property is a Loan Party, the transferee thereof must be a Loan Partybusiness;
(ci) Asset Dispositions permitted leases, subleases, licenses or sublicenses of real or personal property granted by Section 7.04the Borrower or any of its Restricted Subsidiaries to others (A) in the ordinary course of business or (B) that, in the reasonable business judgment of the Borrower or any of its Restricted Subsidiaries, would not detract from the value of such real or personal property nor interfere in any material respect with the business of the Borrower or any of its Restricted Subsidiaries and (ii) a sale of property pursuant to a Sale and Leaseback Transaction (provided that the aggregate fair market value (measured at the time of the applicable sale) of all property covered by any outstanding Sale and Leaseback Transaction at any time shall not exceed $30,000,000);
(d) Asset Dispositions by in connection with Insurance and Condemnation Events; provided that the Borrowers and their Subsidiaries requirements of Property pursuant to sale-leaseback transactions to the extent such disposition is permitted by Section 7.13; and5.4(c) are complied with in connection therewith;
(e) the Borrowers and their Subsidiaries may sellAsset Dispositions permitted in connection with transactions permitted by Sections 10.3, lease10.4 or 10.6, transfer or otherwise dispose of assets, but only to the extent that such transaction was permitted without reference to this clause (e);
(f) Asset Dispositions (other than as a part of a Sale and Leaseback Transaction) not otherwise permitted under pursuant to this Section 7.0510.5; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result therefromfrom such Asset Disposition, (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 is made for fair market valuevalue and the consideration received shall be no less than seventy-five percent (75%) in cash and (iii) the requirements of Section 5.4(c) are complied with in connection therewith; and
(g) Asset Dispositions of any Unrestricted Subsidiary.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Beacon Roofing Supply Inc)
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 any Subsidiary may sell, lease, transfer or otherwise dispose of Property to any Borrower(s) the Borrowers or to a wholly-owned Subsidiary; provided that if the transferor of such Property is a Loan PartyGuarantor, the transferee thereof must either be a Loan PartyBorrower or a Guarantor;
(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 through (e) shall be for fair market value.
Appears in 1 contract
Asset Dispositions. The Loan Parties No member of the Consolidated Group will not permit any Consolidated Party to make any Asset Disposition (including, without limitation, any Sale and Leaseback Transaction), other than the Approved Asset Dispositions or enter into any agreement to make any Asset the QHR Disposition, except:unless
(a) any Consolidated Party may sell, lease, transfer or otherwise dispose of equipment or real property to the extent that (i) such property the sale, lease or other disposition is exchanged for credit against the purchase price of similar replacement property or to a Domestic Credit Party;
(ii) the proceeds of any such transaction are reasonably promptly applied to the purchase price of such replacement propertysale, transfer or disposition is in connection with an asset swap which otherwise constitutes a Permitted Acquisition;
(biii) Borrower it is the disposition of Overland Park Regional Medical Center or Subsidiary may sellIndependence Regional Health Center in accordance with the terms of the existing leases relating thereto; or
(iv) in all other cases, lease(A) at least seventy five percent (75%) of the consideration paid therefor shall consist of cash and Cash Equivalents, transfer or otherwise dispose of Property to any Borrower(s(B) or to a wholly-owned Subsidiary; provided that if the transferor of such Property subject transaction is a Loan PartySale and Leaseback Transaction, the transferee thereof must such transaction shall be a Loan Party;
(c) Asset Dispositions permitted by Section 7.04;
9.13, (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
(eC) the Borrowers and their Subsidiaries may sellaggregate net book value of all assets sold, lease, transfer leased or otherwise dispose disposed of assetsshall not exceed $50.0 million in any fiscal year, to the extent not otherwise permitted under this Section 7.05; provided that (iD) at the time no Default or Event of such Asset Disposition, no Default shall exist or would result therefromimmediately after giving effect thereto, (iiE) upon giving effect to such Asset Disposition on a Pro Forma Basis, the Loan Parties would be in Borrower shall have demonstrated compliance with the financial covenants set forth hereunder on a Pro Forma Basis after giving effect to the disposition and shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate (including reaffirmation of the representations and warranties hereunder as of such date before and after giving effect to such transaction) in Section 6.10(a) connection therewith, and (b)F) the Borrower shall have given written notice to the Administrative Agent at least fifteen (15) days in advance of the prospective disposition, whichand the terms thereof, in sufficient detail as to the book value and consideration to be paid, terms of disposition, and net proceeds expected therefrom and intended application thereof. The Administrative Agent will promptly deliver to the Borrower upon request, at the Borrower's expense, such release documentation (including delivery of applicable stock certificates) as may be reasonably requested to give effect to the release of subject assets from the security interests securing the obligations hereunder 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 Agentpermitted hereunder; provided, however, that any in the case of Asset Disposition pursuant Dispositions of the -------- ------- type described in clause (i) of this Section 9.5, to clauses the extent the Property ----------- effected thereby shall constitute Collateral, such Property shall remain subject to the Lien of the Collateral Documents and the applicable Credit Party shall take all action necessary or requested by the Administrative Agent to confirm and maintain the Lien granted to the Administrative Agent on such Property under the Collateral Documents, in the case of Asset Dispositions of the type described in clause (a)ii) of this Section 9.5, (b) (other than transactions between and among Loan Parties), (c), (d) and (e) to the extent the Property ----------- affected thereby shall constitute Collateral the asset received in exchange for such Property shall be for fair market value.made subject to the Lien of the Collateral Documents in accordance with the provisions of Section 8.13 hereof. ------------ -97-
Appears in 1 contract
Asset Dispositions. The Loan Parties will not permit any Consolidated Party to make Make any Asset Disposition or enter into any agreement to 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 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 propertyits Restricted Subsidiaries;
(b) Borrower or Subsidiary may sell, lease, transfer or otherwise dispose non-exclusive licenses and sublicenses of Property to any Borrower(s) or to a wholly-owned Subsidiary; provided that if intellectual property rights in the transferor ordinary course of such Property is a Loan Party, the transferee thereof must be a Loan Partybusiness;
(ci) Asset Dispositions permitted leases, subleases, licenses or sublicenses of real or personal property granted by Section 7.04the Borrower or any of its Restricted Subsidiaries to others (A) in the ordinary course of business or (B) that, in the reasonable business judgment of the Borrower or any of its Restricted Subsidiaries, would not detract from the value of such real or personal property nor interfere in any material respect with the business of the Borrower or any of its Restricted Subsidiaries and (ii) a sale of property pursuant to a Sale and Leaseback Transaction (provided that the aggregate fair market value (measured at the time of the applicable sale) of all property covered by any outstanding Sale and Leaseback Transaction at any time shall not exceed $15,000,000);
(d) Asset Dispositions by in connection with Insurance and Condemnation Events; provided that the Borrowers and their Subsidiaries requirements of Property pursuant to sale-leaseback transactions to the extent such disposition is permitted by Section 7.13; and5.4(c) are complied with in connection therewith;
(e) the Borrowers and their Subsidiaries may sellAsset Dispositions permitted in connection with transactions permitted by Sections 10.3, lease10.4 or 10.6, transfer or otherwise dispose of assets, but only to the extent that such transaction was permitted without reference to this clause (e);
(f) Asset Dispositions (other than as a part of a Sale and Leaseback Transaction) not otherwise permitted under pursuant to this Section 7.0510.5; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result therefromfrom such Asset Disposition, (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 is made for fair market valuevalue and the consideration received shall be no less than seventy-five percent (75%) in cash and (iii) the requirements of Section 5.4(c) are complied with in connection therewith; and
(g) Asset Dispositions of any Unrestricted Subsidiary.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Beacon Roofing Supply Inc)
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 any Subsidiary may sell, lease, transfer or otherwise dispose of Property to any Borrower(s) the Borrowers or to a wholly-owned Subsidiary; provided that if the transferor of such Property is a Loan PartyGuarantor, the transferee thereof must either be a Loan PartyBorrower or a Guarantor;
(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) in connection with Asset Dispositions the aggregate Net Cash Proceeds of which are in excess of $50,000,000, the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, 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(a6.10(a)-(c) and (b), which, in connection with Asset Dispositions iii) the aggregate Net Cash Proceeds of which are in excess all Asset Dispositions (i.e., excluding ordinary course sales of timber and 1031 like-kind exchanges) pursuant to this clause (e) over the term of this Agreement shall not exceed $75,000,000600,000,000; and
(f) Asset Dispositions necessary to consummate the Spin-off, shall be evidenced by a Pro Forma Compliance Certificate delivered by on terms substantially similar to those described and disclosed on Clearwater’s Form 10 filed on November 6, 2008 and such additional public filings made with the Borrowers to SEC on or before the Administrative AgentClosing Date; provided, however, that any Asset Disposition pursuant to clauses (a), (b) (other than transactions between and among Loan Parties), (c), (d) and through (e) shall be for fair market value.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Asset Dispositions. The Loan Parties Borrower will not not, nor will Borrower permit any Consolidated other Credit Party to make any Asset Disposition or enter into any agreement to make any Asset Dispositionto, except:
(a) any Consolidated Party may sell, lease, transfer transfer, abandon or otherwise dispose of equipment or real property to the extent that any asset other than (i) such property is exchanged for credit against the purchase price of similar replacement property or (iia) the proceeds sale in the ordinary course of business of Hydrocarbons produced from Borrower’s or 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 other Credit 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)’s Mineral Interests, (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment, exchange or other disposition of other assets; provided, that, the aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) of all assets sold, leased, transferred or disposed of pursuant to this clause (b) in any period between Scheduled Redeterminations shall not exceed five percent (5%) of the Borrowing Base then in effect (for purposes of this clause (b) the Closing Date will be deemed to be a Scheduled Redetermination); provided, further, that, no Asset Disposition shall be permitted pursuant to this clause (b) unless all mandatory prepayments required by Section 3.6 in connection with such Asset Disposition are made concurrently (or at such other times as provided herein) therewith, (c) subject to the terms and conditions set forth in this Agreement, including, without limitation, Section 9.14, any Permitted Exchange, and (d) subject to the terms and conditions set forth in this Agreement, including, without limitation, Section 6.1, transfers of assets to another Credit Party. In no event will Borrower sell, transfer or dispose of any Equity in any Restricted Subsidiary nor will any Credit Party (other than transactions between and among Loan Parties)WPC) issue or sell any Equity in such Credit Party or any option, (c), (d) and (e) shall be for fair market valuewarrant or other right to acquire such Equity or security convertible into such Equity to any Person other than another Credit Party.
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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, so long as such Asset Disposition is permitted under the Senior Subordinated Note Indenture:
(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 any Subsidiary may sell, lease, transfer or otherwise dispose of Property to any Borrower(s) the Borrowers or to a wholly-owned Subsidiary; provided that if the transferor of such Property is a Loan PartyGuarantor, the transferee thereof must either be a Loan PartyBorrower or a Guarantor;
(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) in connection with Asset Dispositions the aggregate Net Cash Proceeds of which are in excess of $50,000,000, the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, 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(a6.10(a)-(c) and (b), which, in connection with Asset Dispositions iii) the aggregate Net Cash Proceeds of which are all fee interests in excess timberlands (i.e., excluding ordinary course sales of timber and 1031 like-kind exchanges) sold, leased, transferred or otherwise disposed of pursuant to this clause (e) over the term of this Agreement shall not exceed $75,000,000, shall be evidenced by a Pro Forma Compliance Certificate delivered by the Borrowers to the Administrative Agent150,000,000; provided, however, that any Asset Disposition pursuant to clauses (a), (b) (other than transactions between and among Loan Parties), (c), (d) and through (e) shall be for fair market value.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Asset Dispositions. The Loan Parties Borrower will not not, nor will Borrower permit any Consolidated other Credit Party to make any Asset Disposition or enter into any agreement to make any Asset Dispositionto, except:
(a) any Consolidated Party may sell, lease, transfer transfer, abandon or otherwise dispose of equipment any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s Mineral Interests, and (b) provided no Event of Default or real property Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment, exchange or other disposition of other assets; provided, that, no sale, lease, transfer, abandonment, exchange or other disposition by Borrower or any of its Subsidiaries of Borrowing Base Properties with an aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and, in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (for purposes of this clause (b) the Closing Date will be deemed to be a Scheduled Redetermination) in excess of five percent (5%) of the extent that Borrowing Base then in effect shall be permitted pursuant to this clause (b) unless each of the following conditions is satisfied: (i) such property is exchanged for credit against the purchase price of similar replacement property or Borrower shall have provided Administrative Agent with not less than ten (ii10) the proceeds of any such transaction are reasonably promptly applied to the purchase price Domestic Business Days written notice of such replacement property;
(b) Borrower or Subsidiary may sellsale, lease, transfer transfer, abandonment, exchange or other disposition, which notice shall include a specific description of the assets to be sold, leased, transferred, abandoned, exchanged 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 therefromdisposed, (ii) upon giving effect any Redetermination of the Borrowing Base pursuant to such Asset Disposition on a Pro Forma BasisSection 4.4 hereof shall have occurred, the Loan Parties would be in compliance with the financial covenants set forth in (iii) all mandatory prepayments required by Section 6.10(a) and (b), which, 2.6 in connection with Asset Dispositions such sale, lease, transfer, abandonment, exchange or other disposition are made concurrently with the aggregate Net Cash Proceeds closing thereof, (iv) no Borrowing Base Deficiency will exist after consummation of which are in excess such sale, lease, transfer, abandonment, exchange or other disposition (and application of $75,000,000, shall be evidenced by a Pro Forma Compliance Certificate delivered by the Borrowers proceeds thereof to the Administrative Agent; provided, however, that any Asset Disposition pursuant to clauses (amandatory prepayments required by Section 2.6), and (bv) (no Default has occurred which is continuing. In no event will Borrower sell, transfer or dispose of any Equity in any Subsidiary nor will any Credit Party issue or sell any Equity or any option, warrant or other right to acquire such Equity or security convertible into such Equity to any Person other than transactions between and among Loan Parties), (c), (d) and (e) shall be for fair market valuethe Credit Party which is the direct parent of such issuer on the Closing Date.”
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Asset Dispositions. The Loan Parties Each of the Parent and the Borrowers will not, and will not permit or cause any Consolidated Party of its Subsidiaries to, directly or indirectly, make or agree to make any Asset Disposition except for:
(i) the sale or enter into other disposition of inventory and Cash Equivalents in the ordinary course of business, and the termination or unwinding of Hedge Agreements permitted hereunder;
(ii) the sale, exchange or other disposition in the ordinary course of business of equipment or other capital assets no longer used or useful in the business of the Company and its Subsidiaries;
(iii) the sale or other disposition of assets pursuant to any agreement Casualty Event, provided any Net Cash Proceeds therefrom are be reinvested or applied to make the prepayment of the Loans in accordance with the provisions of Section 2.6(e);
(iv) the sale, lease, transfer or other disposition of assets by the Company or any Asset DispositionSubsidiary of the Company to the Company or to a Subsidiary Guarantor (or by any Subsidiary that is not a Subsidiary Guarantor to another Subsidiary that is not a Subsidiary Guarantor), exceptin each case so long as no Event of Default shall have occurred and be continuing or would result therefrom;
(v) the sale or other disposition of the Aircast Owned Properties; and
(vi) the sale or other disposition of assets (other than the Capital Stock of Subsidiaries) outside the ordinary course of business for fair value and for consideration at least 66-2/3% of which consists of cash or Cash Equivalents, provided that (x) the aggregate amount of Net Cash Proceeds from all such sales or dispositions that are consummated during any fiscal year shall not exceed $5,000,000, (y) such Net Cash Proceeds shall, to the extent required hereunder, be reinvested or applied to the prepayment of the Loans in accordance with the provisions of Section 2.6(f), and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom. For purposes of this Section 8.4, the following shall be deemed to be cash:
(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 assumption of any liabilities of the Company or any Subsidiary Guarantor with respect to, and the release of the Company or such transaction are reasonably promptly applied to Subsidiary Guarantor from all liability in respect of, any Indebtedness of the purchase price Company or the Subsidiaries permitted hereunder (in the amount of such replacement property;
Indebtedness) that is due and payable within one year of the consummation of such disposition and (b) Borrower securities received by the Company or any 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, Guarantor from the transferee thereof must be a Loan Party;
(c) Asset Dispositions permitted by Section 7.04;
(d) Asset Dispositions that are immediately convertible into cash without breach of their terms or the agreement pursuant to which they were purchased and that are promptly converted by the Borrowers and their Subsidiaries of Property pursuant to sale-leaseback transactions to the extent Company or 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 valueSubsidiary Guarantor into cash.
Appears in 1 contract
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 any Subsidiary may sell, lease, transfer or otherwise dispose of Property to any Borrower(s) the Borrowers or to a wholly-owned Subsidiary; provided that if the transferor of such Property is a Loan PartyGuarantor, the transferee thereof must either be a Loan PartyBorrower or a Guarantor;
(c) Asset Dispositions permitted by Section 7.04;
(dx) Asset Xxxxx 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 (b6.10(a)-(c), which, in connection with Asset Dispositions the aggregate Net Cash Proceeds of which are in excess of $75,000,00050,000,000, 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 through (e) shall be for fair market value.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Asset Dispositions. The Loan Parties will not permit any Consolidated Party to make any Asset Disposition or enter into any agreement to make Make any Asset Disposition, except:
(a) any Consolidated Party may sell, lease, transfer or otherwise dispose Asset Dispositions of equipment or real property to the extent that (i) such Asset Disposition is in the ordinary course of business and (ii) (A) such property is exchanged for credit against the purchase price of similar replacement property or (iiB) the proceeds of any such transaction Asset Disposition are reasonably promptly applied to the purchase price of such replacement other equipment or real property;
(b) Borrower or Subsidiary may sell, lease, transfer or otherwise dispose of Property Asset Dispositions by the Parent to any Borrower(s) Subsidiary or by any Subsidiary to the Parent or to a wholly-owned another Subsidiary; provided that that, if the transferor of in such Property Asset Disposition is a Loan Party, the transferee thereof must be a Loan PartyParty or such Asset Disposition must comply with Sections 6.05 and 6.08, as applicable;
(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 7.056.04; provided that (i) at the time of each such Asset Disposition, no Default or Event of Default shall exist or would result therefromfrom such Asset Disposition, (ii) upon giving effect in the case of any such Asset Disposition, the sum of the highest of (A) the net book value, (B) the market value (if available to the Parent without undue burden or expense) and (C) the purchase price (less any retained Debt) of all the property to be disposed of in such Asset Disposition, or disposed of in any other Asset Disposition made in reliance on this clause (c) in the same fiscal year as such Asset Disposition on a Pro Forma Basis(in each case measured as of the date of the applicable Asset Disposition), shall not exceed 5% of the Tangible Net Worth as of the end of the fiscal quarter most recently ended prior to the date of such Asset Disposition and (iii) to the extent required pursuant to Section 2.08(c)(v), the Loan Parties would be Net Proceeds of such Asset Disposition are applied in compliance accordance with such Section;
(d) Investments permitted by Section 6.05 and Restricted Payments permitted by Section 6.06;
(e) grants of licenses, sublicenses, leases and subleases in the ordinary course of business that do not interfere in any material respect with the financial covenants set forth business of the Parent or any Subsidiary;
(f) sales or discounts of accounts receivable in Section 6.10(aconnection with the compromise or collection thereof in the ordinary course of business or of assets received upon enforcement of any claim against on obligor on an account receivable;
(g) sales of (i) real property (including fixtures and other interests relating thereto and including the sale of the 00xx Xxxxxx Facility) in an aggregate amount not to exceed $40,000,000 and (bii) equipment in an aggregate amount not to exceed $15,000,000, provided that, in each case, the Net Proceeds of each such Asset Disposition are applied in accordance with Section 2.08(c)(v); provided that if any Asset Disposition described in this subsection (g) shall be for consideration of $10,000,000 or more, whichthe Agent shall have received a certificate of a Financial Officer of the Parent to the effect that such Asset Disposition was approved by the Board of Directors of the Parent;
(h) Asset Dispositions by the Parent or any Subsidiary made, directly or indirectly through any Subsidiary, in connection with any Project Specific Co-Development Arrangement; provided that (i) any such Asset Dispositions Disposition is made solely to obtain the aggregate Net Cash Proceeds project that is the subject of which are such Project Specific Co-Development Arrangement or for working capital purposes of such Project Specific Co-Development Arrangement or otherwise to provide equipment or other assets required for the performance of obligations in excess respect of $75,000,000, shall be evidenced by a Pro Forma Compliance Certificate delivered by such Project Specific Co-Development Arrangement and (ii) any such Asset Disposition is made solely during the Borrowers effectiveness of such Project Specific Co-Development Arrangement (including any warranty period in respect thereof); and
(i) sales of any of the assets identified on page 42 as Schedule 1: POTENTIAL BUSINESS DIVESTITURES to the Administrative AgentLender Presentation dated as of February, 2011; provided, however, provided that if any Asset Disposition pursuant to clauses described in this subsection (a), (b) (other than transactions between and among Loan Parties), (c), (d) and (ei) shall be for fair market valueconsideration of $10,000,000 or more, the Agent shall have received a certificate of a Financial Officer of the Parent to the effect that such Asset Disposition was approved by the Board of Directors of the Parent.
Appears in 1 contract
