Asset Dispositions. Make, or permit any Restricted Subsidiary to make, any Asset Disposition except: (a) the (i) sale of inventory in the ordinary course of business and (i) disposition of cash and Cash Equivalents; (b) transactions permitted pursuant to Section 9.3; (c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction; (d) the disposition of any Hedge Agreement; (e) (i) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any other Credit Party (other than a Foreign Subsidiary Borrower) and (ii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower; (f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer); (g) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Subsidiary of its assets to any other Non-Credit Party Subsidiary; (h) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v); (i) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Parent Borrower or any of its Restricted Subsidiaries; (j) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries; (k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries; (l) Asset Dispositions in connection with Casualty Events; provided that the requirements of Section 2.5(d) are complied with in connection therewith; (m) dispositions of Receivables Facility Assets in connection with a Permitted Receivables Financing so long as no Default exists at the time of such disposition; and (n) Asset Dispositions not otherwise permitted pursuant to this Section 9.8; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (n) shall not exceed 10% of Consolidated Total Assets in any Fiscal Year; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Brinks Co), Loan Agreement (Brinks Co)
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, Make any Asset Disposition except:
(a) the sale of obsolete, worn-out or surplus assets, or other assets no longer used or usable in the business of the Parent Borrower or any of its Subsidiaries;
(ib) licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Subsidiaries;
(c) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent 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 Parent Borrower or any of its Subsidiaries;
(d) Asset Dispositions in connection with transactions permitted by Section 8.4;
(e) the sale of inventory in the ordinary course of business and (i) disposition of cash and Cash Equivalentsbusiness;
(bf) transactions the transfer of assets to either Borrower or any Guarantor pursuant to any other transaction permitted pursuant to Section 9.38.4;
(cg) the write-off, discount, sale or other disposition Asset Disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(dh) the disposition Asset Disposition of any Hedge Agreement;
(ei) Asset Dispositions of Investments in cash and Cash Equivalents;
(ij) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any its assets to any other Credit Party;
(k) the transfer by any Credit Party of its assets (other than a Foreign Subsidiary BorrowerIntellectual Property) and (ii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Subsidiary as an Investment in accordance with Section 8.3(a)(vi);
(l) the transfer by any Non-Credit Party of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
(gm) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Subsidiary of its assets to any other Non-Credit Party SubsidiaryParty;
(hn) any involuntary loss, damage or destruction of property;
(o) any involuntary condemnation, seizure or taking, by exercise of the transfer (includingpower of eminent domain or otherwise, without limitation, any intercompany licensing transactions) by any Credit Party or confiscation or requisition of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v)use of property;
(i) the sale lapse of obsoleteregistered patents, worn-out or surplus assets no longer used or usable in the business trademarks, copyrights and other intellectual property rights of the Parent any Borrower or and any of its Restricted Subsidiaries;
Subsidiaries or (jii) non-exclusive licenses and sublicenses the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business not interferingbusiness, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries;
(k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries;
(l) Asset Dispositions in connection with Casualty Events; provided that the requirements of Section 2.5(d) are complied with in connection therewith;
(m) dispositions of Receivables Facility Assets in connection with a Permitted Receivables Financing so long as no Default exists at (in each case under clauses (i) and (ii)), such lapse is not materially adverse to the time interests of such dispositionthe Lenders; and
(nq) Asset Dispositions not otherwise permitted pursuant to this Section 9.8Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market valuecash, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (nq) shall not exceed 10% $15,000,000 during any Fiscal Year and (iv) the aggregate fair market value of Consolidated Total Assets any Intellectual Property disposed of in reliance on this clause (q) shall not exceed $5,000,000 during any Fiscal Year; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Ubiquiti Networks, Inc.), Credit Agreement (Ubiquiti Networks, Inc.)
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, Make any Asset Disposition except:
(a) the (i) sale of inventory in the ordinary course of business and (i) disposition of cash and Cash Equivalentsbusiness;
(b) transactions permitted pursuant to Section 9.3;
(c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(c) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries;
(d) the disposition transfer by any Credit Party of its assets to any Hedge Agreementother Credit Party, the transfer of assets to the Borrower or any Guarantor pursuant to any other transaction permitted pursuant to Section 7.4 or the transfer by any Credit Party of Equity Interests of a Non-Guarantor Subsidiary permitted pursuant to Section 7.3(a)(vi);
(e) (i) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any other Credit Party (other than a Foreign Subsidiary Borrower) and (ii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
(gf) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Guarantor Subsidiary of its assets to any other Non-Credit Party Guarantor Subsidiary;
(hg) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v);
(i) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Parent Borrower or any of its Restricted Subsidiaries;
(j) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries, provided that no such license may be exclusive except for exclusive licenses to customers of work developed by the Borrower or any Subsidiary exclusively for such customers;
(kh) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries;
(li) Asset Dispositions in connection with Casualty Events; provided that the requirements sale and/or exchange of Section 2.5(d) are complied with in connection therewith;
(m) dispositions of Receivables Facility Assets in connection with a Permitted Receivables Financing so long as no Default exists at the time of such dispositionCash Equivalents; and
(nj) Asset Dispositions not otherwise permitted pursuant to this Section 9.8Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, Disposition and (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (nj) shall not exceed 10% of Consolidated Total Assets $100,000 in any Fiscal Year; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiary.
Appears in 1 contract
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, Make any Asset Disposition except:
(ai) the (i) sale of inventory or assets in the ordinary course of business and (i) disposition of cash and Cash Equivalentsbusiness;
(bii) transactions the transfer of assets to a Borrower or any Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 9.39.4;
(ciii) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(div) the disposition of any Hedge AgreementAgreement or close out of any position thereunder;
(ev) dispositions of Investments in cash and Cash Equivalents;
(ivi) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any its assets to any other Credit Party Party;
(other than a Foreign Subsidiary Borrower) and (iivii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
(gviii) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Subsidiary of its assets to any other Non-Credit Party Subsidiary;
(hix) the transfer (includingsale, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v);
(i) the sale abandonment or other disposition of obsolete, worn-out or surplus assets no longer used needed or usable necessary in the business of the Parent Borrower Consolidated Company effecting such Asset Disposition or any of its Restricted Subsidiaries;
(jx) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted SubsidiariesConsolidated Companies;
(kxi) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower Centuri or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted SubsidiariesConsolidated Companies;
(lxii) Asset Dispositions in connection with Casualty Insurance and Condemnation Events; provided that the requirements of Section 2.5(d4.4(b) are complied with in connection therewith;
(mxiii) dispositions of Receivables Facility Assets Asset Dispositions in connection with a transactions permitted by Section 9.4 (other than Section 9.4(h));
(xiv) the sale of the Permitted Receivables Financing so long as no Default exists Drum Equity to officers, directors or employees;
(xv) Asset Dispositions not otherwise pursuant to this Section; provided that (i) at the time of such dispositiontransaction, no Default or Event of Default shall exist or would result from such Asset Disposition and (ii) the aggregate book value of all property disposed of in reliance on this clause (o) shall not exceed $50,000,000 during the term of this Agreement;
(xvi) the sale, discount or other transfer of Receivables Assets pursuant to a Permitted Receivables Transaction; and
(nxvii) Asset Dispositions not otherwise permitted pursuant to this Section 9.8Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, Disposition and (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than seventy-five percent (75% %) in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (n) shall not exceed 10% of Consolidated Total Assets in any Fiscal Year; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiarycash.
Appears in 1 contract
Asset Dispositions. MakeSell, lease or otherwise dispose of, or permit any Restricted Subsidiary other Credit Party to makesell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) 91 all or any Asset Disposition exceptpart of its Property to any other Person (including pursuant to any merger or consolidation of any Credit Party with or into any other Person) other than:
(a) the sale, assignment or disposition by any Credit Party of all or any part of its Property to any US Borrower;
(ib) the sale, assignment or disposition by any Canadian Borrower of all or any part of its Property to any other Canadian Borrower;
(c) the sale, assignment or disposition by any Credit Party which is not a Borrower of all or any part of its Property to any other Credit Party;
(d) the sale of inventory in the ordinary course of business and (i) disposition of cash and Cash Equivalents;
(b) transactions permitted pursuant to Section 9.3;
(c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(d) the disposition of any Hedge AgreementCredit Parties;
(e) (i) the transfer (includingsale, without limitation, any intercompany licensing transactions) assignment or disposition by any Credit Party of any assets to any other part of its property which is obsolete or otherwise no longer used or useful in the operation of the business of the Credit Party (other than a Foreign Subsidiary Borrower) and (ii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary BorrowerParties;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Nonproposed sale of the non-Credit Party Subsidiary conduit business assets of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);Consorcio Metalurgico Nacional Colemena S.A.; and
(g) the transfer (includingsale, without limitation, any intercompany licensing transactions) by any Non-Credit Party Subsidiary assignment or conveyance of its assets to any other Non-Credit Party Subsidiary;
(h) the transfer (including, without limitation, any intercompany licensing transactions) by Property of any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v);
(i) the sale of obsoleteParty; provided, worn-out or surplus assets no longer used or usable in the business of the Parent Borrower or any of its Restricted Subsidiaries;
(j) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries;
(k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries;
(l) Asset Dispositions in connection with Casualty Events; provided that the requirements of Section 2.5(d) are complied with in connection therewith;
(m) dispositions of Receivables Facility Assets in connection with a Permitted Receivables Financing so long as no Default exists at the time of such disposition; and
(n) Asset Dispositions not otherwise permitted pursuant to this Section 9.8; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of such Property sold, assigned or conveyed during (1) Tier I Reduced Availability Periods or which results in reliance on this clause (n) a Tier I Reduced Availability Period shall not exceed 10% of Consolidated Total Assets $10,000,000, and (2) Tier II Reduced Availability Periods or which results in any Fiscal Yeara Tier II Reduced Availability Period shall not exceed $5,000,000; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding Notwithstanding the foregoing, in no event shall will Borrowers sell, assign or convey (x) a Principal Property, (y) the Parent Equity of any Borrower (other than the issuance of Equity by the Company permitted hereunder and any issuance, sale, assignment or any Restricted Subsidiary transfer conveyance of Equity of a Borrower to another Borrower), or (whether by Investment z) accounts receivable of a Borrower (with or otherwisewithout recourse) any intellectual property (other than the sale or any rights to use any intellectual property) that is material, individually or assignment of accounts receivable which are not Eligible Accounts in the aggregate, to the operations ordinary course of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiarybusiness for collection purposes.
Appears in 1 contract
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, Make any Asset Disposition except:
(a) the (i) sale of inventory or assets in the ordinary course of business and (i) disposition of cash and Cash Equivalentsbusiness;
(b) transactions the transfer of assets to a Borrower or any Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 9.39.4;
(c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(d) the disposition of any Hedge AgreementAgreement or close out of any position thereunder;
(e) (i) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party dispositions of any assets to any other Credit Party (other than a Foreign Subsidiary Borrower) Investments in cash and (ii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary BorrowerCash Equivalents;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or Credit Party of its assets to any other Credit Party;
(g) the transfer by any Non-Credit Party Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
(gh) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Subsidiary of its assets to any other Non-Credit Party Subsidiary;
(h) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v);
(i) the sale sale, abandonment or other disposition of obsolete, worn-out or surplus assets no longer used needed or usable necessary in the business of the Parent Borrower Consolidated Company effecting such Asset Disposition or any of its Restricted Subsidiaries;
(j) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted SubsidiariesConsolidated Companies;
(k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower Centuri or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted SubsidiariesConsolidated Companies;
(l) Asset Dispositions in connection with Casualty Insurance and Condemnation Events; provided that the requirements of Section 2.5(d4.4(b) are complied with in connection therewith;
(m) dispositions of Receivables Facility Assets Asset Dispositions in connection with a Permitted Receivables Financing so long as no Default exists at transactions permitted by Section 9.4 (other than Section 9.4(h));
(n) Asset Dispositions with respect to the time assets of such dispositionthe Intellichoice Entities or all or substantially all of the Equity Interests issued by Intellichoice Energy, LLC; and
(no) Asset Dispositions not otherwise permitted pursuant to this Section 9.8Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than seventy-five percent (75% %) in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose)cash, and (iii) the aggregate fair market book value of all property disposed of in reliance on this clause (no) shall not exceed 10% of Consolidated Total Assets $20,000,00026,500,000 in any Fiscal Year; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiary.
Appears in 1 contract
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, 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 Company or any of its Restricted Subsidiaries;
(ib) sales or other issuances of Equity Interests of the Company;
(c) sales, transfers, distributions, dividends, or issuances of Equity Interests of any Restricted Subsidiary by such Restricted Subsidiary, any other Restricted Subsidiary, or the Company to the Company or any other Restricted Subsidiary; provided that the Administrative Agent following such sales or issuance continues to have a perfected Lien on all Equity Interests of such Restricted Subsidiary if and only to the extent it had a perfected Lien immediately prior to such issuance (excluding, in all cases Equity Interests constituting directors’ qualifying shares);
(d) the sale of inventory in the ordinary course of business and (i) disposition of cash and Cash Equivalentsbusiness;
(be) transactions the transfer of assets to the Company, the Borrower or any Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 9.37.4;
(cf) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(dg) the disposition of any Hedge Agreement;
(eh) dispositions of Investments in cash and Cash Equivalents;
(i) (i) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any its assets to any other Credit Party (other than a Foreign Subsidiary Borrower) and Party, (ii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
) and (giii) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Guarantor Subsidiary of its assets to any other Non-Credit Party Guarantor Subsidiary;
(h) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v);
(i) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Parent Borrower or any of its Restricted Subsidiaries;
(j) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries;
(k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower Company or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries;
(l) Assets Dispositions in connection with transactions permitted by Section 7.4;
(m) any Restricted Payment permitted pursuant to Section 7.6;
(n) Asset Dispositions in connection with Casualty Insurance and Condemnation Events; provided that the requirements of Section 2.5(d2.4(b) are complied with in connection therewith;
(mo) dispositions a sale or other transfer of Receivables Facility Assets Property pursuant to a Sale and Leaseback Transaction (i) which is made for cash consideration in an amount not less than fair market value of such Property and (ii) in respect of which the Net Cash Proceeds received in connection with therewith do not exceed $50,000,000 in the aggregate during any Fiscal Year, determined on a Permitted Receivables Financing so long as no Default exists at Consolidated basis for the time of such dispositionCompany and its Restricted Subsidiaries; and
(np) Asset Dispositions not otherwise permitted pursuant to this Section 9.8Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and and, with respect to any such Asset Disposition with Net Cash Proceeds in excess of $25,000,000, the consideration received shall be no less than 75% in cash and cash, Cash Equivalents (provided that any Designated Non-Cash Consideration Equivalents, replacement assets or assets received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together connection with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), a Permitted Acquisition and (iii) the aggregate fair market value amount of all property disposed of in reliance on such Asset Dispositions during any Fiscal Year pursuant to this clause (np) shall not exceed 10% of Consolidated Total Assets in any Fiscal Year; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoingdoes not, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, exceed ten percent (10%) of the Company’s Consolidated Total Assets (determined as of the last day of the most recent Fiscal Year for which financial statements have been delivered pursuant to Section 6.1(a) or, if prior to the operations date of the Parent Borrower and its Restricted Subsidiaries delivery of the first financial statements to any Unrestricted Subsidiarybe delivered pursuant to Section 6.1(a), the most recent financial statements referred to in Section 4.1(e)(i)).
Appears in 1 contract
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, 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 Parent Borrower or any of its Subsidiaries;
(ib) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Subsidiaries;
(c) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent 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 Parent Borrower or any of its Subsidiaries;
(d) Assets Dispositions in connection with transactions permitted by Section 8.4;
(e) the sale of inventory in the ordinary course of business and (i) disposition of cash and Cash Equivalentsbusiness;
(bf) transactions the transfer of assets to either Borrower or any Guarantor pursuant to any other transaction permitted pursuant to Section 9.38.4;
(cg) the write-off, discount, sale or other disposition Disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(dh) the disposition Disposition of any Hedge Agreement;
(ei) Dispositions of Investments in cash and Cash Equivalents;
(ij) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any its assets (other than Intellectual Property) to any other Credit Party Party;
(other than a Foreign Subsidiary Borrower) and (iik) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
(gl) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Subsidiary of its assets (other than Intellectual Property) to any other Non-Credit Party Subsidiary;
(h) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v);
(i) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Parent Borrower or any of its Restricted Subsidiaries;
(j) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries;
(k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries;
(l) Asset Dispositions in connection with Casualty EventsParty; provided that the requirements of Section 2.5(d) are complied with in connection therewith;and
(m) dispositions of Receivables Facility Assets in connection with a Permitted Receivables Financing so long as no Default exists at the time of such disposition; and
(n) Asset Dispositions (other than with respect to Intellectual Property) not otherwise permitted pursuant to this Section 9.8Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose)cash, and (iii) the aggregate fair 54537432_8 market value of all property disposed of in reliance on this clause (nm) shall not exceed 10% of Consolidated Total Assets in $5,000,000 during any Fiscal Year; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiary.
Appears in 1 contract
Asset Dispositions. Make, or The Company will not permit any Restricted Subsidiary Consolidated Party to makesell, lease, transfer or otherwise dispose of any Asset Disposition except:
Property other than (a) the (i) sale of inventory in the ordinary course of business and (i) disposition of cash and Cash Equivalents;
for fair consideration, (b) transactions permitted pursuant to Section 9.3;
the sale or disposition of machinery and equipment no longer used or useful in the conduct of such Person’s business, (c) the write-offsale, discountlease, sale transfer or other disposition of defaulted or past-due receivables and similar obligations Property to the Company in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
business, (d) dispositions of assets to a Governmental Authority in connection with the disposition granting of any Hedge Agreement;
(e) state or local tax or economic development incentives where the Company or a Subsidiary retains a leasehold interest in such property; provided, that (i) the transfer (including, without limitation, use of such assets by the Company or any intercompany licensing transactions) by any Credit Party of any assets to any other Credit Party (other than a Foreign Subsidiary Borrower) its Subsidiaries is not materially limited or restricted thereby and (ii) the transfer Company or a Subsidiary has the right to reacquire such assets for nominal consideration, which shall include cancellation by the Company or any Subsidiary of any bond held by the Company or such Subsidiary related to Permitted Government Revenue Bond Indebtedness, (includinge) dispositions of unwanted assets that were acquired in connection with an acquisition constituting an Investment; provided, without limitationthat such disposition (i) is completed on fair and reasonable terms no less favorable to the Company or a Subsidiary than the Company or such Subsidiary would obtain in a comparable arms-length transaction and (ii) occurs within a reasonable period of time after completion of such acquisition, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (includingSale and Leaseback Transactions, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
(g) the transfer (including, without limitation, any intercompany licensing transactions) transfers permitted by any Non-Credit Party Subsidiary of its assets to any other Non-Credit Party Subsidiary;
paragraph 6D and (h) the transfer (includingsale, without limitationlease, any intercompany licensing transactions) by any Credit Party transfer, conveyance or other disposition of any assets to any Restricted Subsidiary to Property among the extent permitted as an Investment under Section 9.10(h)(v);
Consolidated Parties, (i) the sale sale, lease, transfer, conveyance or other disposition of obsoleteassets by any Consolidated Party to a Captive Insurance Subsidiary, worn-out or surplus assets no longer used or usable in from time to time, for the business purpose of the Parent Borrower or any of its Restricted Subsidiaries;
capitalizing such Captive Insurance Subsidiary, (j) non-exclusive licenses and sublicenses the sale, lease, transfer, conveyance or other disposition in one or a series of intellectual property rights related transactions of any assets (including Capital Stock) of any Consolidated Party or of any Person that becomes a Consolidated Party (i) acquired in a transaction not prohibited under this Agreement, which assets are not used or useful in the ordinary course core or principal business of business not interferingsuch Consolidated Party, individually or (ii) made in connection with the approval of any applicable antitrust authority or pursuant to Requirements of Law or otherwise necessary or advisable in the aggregate, in any material respect with the conduct good faith determination of the business of the Parent Borrower Company to consummate any acquisition not prohibited under this Agreement and its Restricted Subsidiaries;
(k) leases, subleases, licenses or sublicenses other sales of real or personal property granted by the Parent Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business assets of the Parent Borrower or Consolidated Parties having a net book value over any of its Restricted Subsidiaries;
(l) Asset Dispositions in connection with Casualty Events; provided that the requirements of Section 2.5(d) are complied with in connection therewith;
(m) dispositions of Receivables Facility Assets in connection with a Permitted Receivables Financing so long as no Default exists at the time of such disposition; and
(n) Asset Dispositions not otherwise permitted pursuant to this Section 9.8; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash and Cash Equivalents (provided that any Designated Nonthree-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, year period not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (n) shall not exceed 1020% of Consolidated Total Tangible Assets in any Fiscal Year; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower Company and its Restricted Subsidiaries Subsidiaries, computed as of the end of the most recent fiscal quarter end of the Company for which financial statements were required to any Unrestricted Subsidiarybe delivered pursuant to paragraph 5A(i) or 5A(ii). 6F. Reserved.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Tractor Supply Co /De/)
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, Make any Asset Disposition except:
(a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries or non‑core assets acquired in a Permitted Acquisition;
(ib) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries;
(c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries;
(d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 4.4(b) are complied with in connection therewith;
(e) Asset Dispositions in connection with transactions permitted by Section 9.2, Section 9.4 and Section 9.3, in each case to the extent constituting Asset Dispositions;
(f) the sale of inventory in the ordinary course of business and (i) disposition of cash and Cash Equivalentsbusiness;
(bg) transactions the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 9.39.4;
(ch) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(di) the disposition of any Hedge Agreement;Investments in cash and Cash Equivalents; 119071794_7
(e) (ij) the transfer (including, without limitation, any intercompany licensing transactionsi) by any Credit Party of any its assets to any other Credit Party (other than a Foreign Subsidiary Borrower) and Party, (ii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
, (g) the transfer (including, without limitation, any intercompany licensing transactionsiii) by any Non-Credit Party Guarantor Subsidiary of its assets to any other Non-Credit Party Subsidiary;
Guarantor Subsidiary and (h) the transfer (including, without limitation, any intercompany licensing transactionsiv) by any Credit Party of any its assets to any Restricted Non-Guarantor Subsidiary subject to the limitation and requirements set forth in Section 9.3(a)(vi) (provided that in connection with any new transfer, such Non-Guarantor Subsidiary shall not pay less than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
(k) the lapse of registered intellectual property of the Borrower and its Subsidiaries to the extent permitted as an Investment under Section 9.10(h)(v)not economically desirable in the conduct of their business;
(i) the sale of obsolete, worn-out or surplus assets no longer used or usable in any Subsidiary’s Equity Interests to the business of the Parent Borrower or any Subsidiary Guarantor and (ii) the issuance of its Restricted Subsidiariesdirectors’ qualifying shares and nominal shares issued to foreign nationals to the extent required by Applicable Law;
(ji) non-exclusive licenses and sublicenses the transfer for fair value of intellectual property rights Property (including Equity Interests of Subsidiaries) to another Person in the ordinary course of business not interferingconnection with a joint venture arrangement with respect to such transferred Property so long as, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries;
(k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from after accounting for the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries;
(l) Asset Dispositions in connection with Casualty Events; provided that transferred Property, the requirements of Section 2.5(d) 9.3 are complied with in connection therewith, and (ii) Asset Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(mn) dispositions the unwinding of Receivables Facility Assets Hedge Agreements permitted hereunder and Permitted Call Spread Agreements;
(o) Asset Dispositions in respect of fixed assets (which, for the avoidance of doubt, shall not include any intellectual property) to the extent that (i) such fixed assets are exchanged for credit against the purchase price of similar replacement fixed assets or (ii) the proceeds of such Asset Disposition are promptly applied to the purchase price of such replacement fixed assets;
(p) Asset Dispositions in Sale Leaseback transactions in connection with a Permitted Receivables Financing so long as no Default exists at the time of such dispositionIndebtedness permitted pursuant to Section 9.1(d); and
(nq) Asset Dispositions not otherwise permitted pursuant to this Section 9.8Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than seventy-five percent (75% %) in cash cash, and Cash Equivalents (iii) the aggregate fair market value of all property disposed of in reliance on this clause (q) shall not exceed ten percent (10%) of the Consolidated tangible assets of the Borrower and its Subsidiaries, as shown on the most recent balance sheet of the Borrower delivered pursuant to Section 6.1(e)(i) or Section 8.1(a) or (b), as applicable, in any Fiscal Year; provided further that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) proviso that is at that time outstanding, not to exceed $50,000,000, 25,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, ) shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (n) shall not exceed 10% of Consolidated Total Assets in any Fiscal Year; provided further that any unused amount under this clause (nthe requirements of Section 4.4(b) may be carried forward for use are complied with in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiaryconnection therewith.
Appears in 1 contract
Samples: Credit Agreement (RealPage, Inc.)
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, Make any Asset Disposition except:
(a) the (i) sale of inventory or assets in the ordinary course of business and (i) disposition of cash and Cash Equivalentsbusiness;
(b) transactions the transfer of assets to a Borrower or any Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 9.39.4;
(c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(d) the disposition of any Hedge AgreementAgreement or close out of any position thereunder;
(e) (i) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party dispositions of any assets to any other Credit Party (other than a Foreign Subsidiary Borrower) Investments in cash and (ii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary BorrowerCash Equivalents;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or Credit Party of its assets to any other Credit Party;
(g) the transfer by any Non-Credit Party Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
(gh) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Subsidiary of its assets to any other Non-Credit Party Subsidiary;
(h) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v);
(i) the sale sale, abandonment or other disposition of obsolete, worn-out or surplus assets no longer used needed or usable necessary in the business of the Parent Borrower Consolidated Company effecting such Asset Disposition or any of its Restricted Subsidiaries;
(j) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted SubsidiariesConsolidated Companies;
(k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower Centuri or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted SubsidiariesConsolidated Companies;
(l) Asset Dispositions in connection with Casualty Insurance and Condemnation Events; provided that the requirements of Section 2.5(d4.4(b) are complied with in connection therewith;
(m) dispositions of Receivables Facility Assets Asset Dispositions in connection with a transactions permitted by Section 9.4 (other than Section 9.4(h));
(n) the sale of the Permitted Receivables Financing so long as no Default exists Drum Equity to officers, directors or employees;
(o) Asset Dispositions not otherwise pursuant to this Section; provided that (i) at the time of such dispositiontransaction, no Default or Event of Default shall exist or would result from such Asset Disposition and (ii) the aggregate book value of all property disposed of in reliance on this clause (o) shall not exceed $50,000,000 during the term of this Agreement;
(p) the sale, discount or other transfer of Receivables Assets pursuant to a Permitted Receivables Transaction; and
(nq) Asset Dispositions not otherwise permitted pursuant to this Section 9.8Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, Disposition and (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than seventy-five percent (75% %) in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (n) shall not exceed 10% of Consolidated Total Assets in any Fiscal Year; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiarycash.
Appears in 1 contract
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, Make any Asset Disposition except:
(a) the (i) sale of inventory or assets in the ordinary course of business and (i) disposition of cash and Cash Equivalentsbusiness;
(b) transactions the transfer of assets to a Borrower or any Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 9.39.4;
(c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(d) the disposition of any Hedge AgreementAgreement or close out of any position thereunder;
(e) (i) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party dispositions of any assets to any other Credit Party (other than a Foreign Subsidiary Borrower) Investments in cash and (ii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary BorrowerCash Equivalents;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or Credit Party of its assets to any other Credit Party;
(g) the transfer by any Non-Credit Party Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
(gh) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Subsidiary of its assets to any other Non-Credit Party Subsidiary;
(h) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v);
(i) the sale sale, abandonment or other disposition of obsolete, worn-out or surplus assets no longer used needed or usable necessary in the business of the Parent Borrower Consolidated Company effecting such Asset Disposition or any of its Restricted Subsidiaries;
(j) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted SubsidiariesConsolidated Companies;
(k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower Centuri or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries;Consolidated Companies; 146960219_6
(l) Asset Dispositions in connection with Casualty Insurance and Condemnation Events; provided that the requirements of Section 2.5(d4.4(b) are complied with in connection therewith;
(m) dispositions of Receivables Facility Assets Asset Dispositions in connection with a transactions permitted by Section 9.4 (other than Section 9.4(h));
(n) the sale of the Permitted Receivables Financing so long as no Default exists Drum Equity to officers, directors or employees;
(o) Asset Dispositions not otherwise pursuant to this Section; provided that (i) at the time of such dispositiontransaction, no Default or Event of Default shall exist or would result from such Asset Disposition and (ii) the aggregate book value of all property disposed of in reliance on this clause (o) shall not exceed $50,000,000 during the term of this Agreement;
(p) the sale, discount or other transfer of Receivables Assets pursuant to a Permitted Receivables Transaction; and
(nq) Asset Dispositions not otherwise permitted pursuant to this Section 9.8Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, Disposition and (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than seventy-five percent (75% %) in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (n) shall not exceed 10% of Consolidated Total Assets in any Fiscal Year; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiarycash.
Appears in 1 contract
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, Make any Asset Disposition except:
: (a) the sale of obsolete, worn-out or surplus assets, or other assets no longer used or usable in the business of the Borrower or any of its Subsidiaries;
(ib) licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (d) Asset Dispositions in connection with transactions permitted by Section 8.4; (e) the sale of inventory in the ordinary course of business and business; (if) disposition the transfer of cash and Cash Equivalents;
(b) transactions assets to the Borrower or any Guarantor pursuant to any other transaction permitted pursuant to Section 9.3;
8.4; (cg) the write-off, discount, sale or other disposition Asset Disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
; (dh) the disposition Asset Disposition of any Hedge Agreement;
(e) ; (i) Asset Dispositions of Investments in cash and Cash Equivalents; (j) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any its assets to any other Credit Party; (k) the transfer by any Credit Party of its assets (other than a Foreign Subsidiary BorrowerIntellectual Property) and to any Non- Credit Party as an Investment in accordance with Section 8.3(a)(vi); (iil) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
; (gm) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Subsidiary of its assets to any other Non-Credit Party Subsidiary;
Party; (hn) any involuntary loss, damage or destruction of property; (o) any involuntary condemnation, seizure or taking, by exercise of the transfer power of eminent domain or otherwise, or confiscation or requisition of use of property; (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(vp);
(i) the sale lapse of obsoleteregistered patents, worn-out or surplus assets no longer used or usable in the business trademarks, copyrights and other intellectual property rights of the Parent Borrower or and any of its Restricted Subsidiaries;
Subsidiaries or (jii) non-exclusive licenses and sublicenses the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business business, so long as (in each case under clauses (i) and (ii)), such lapse is not interfering, individually or materially adverse to the interests of the Lenders; (q) Asset Dispositions of non-core assets not otherwise useful in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries;
(k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries;
(l) Asset Dispositions in connection with Casualty Events; provided that the requirements of Section 2.5(d) are complied with in connection therewith;
(m) dispositions of Receivables Facility Assets acquired in connection with a Permitted Receivables Financing so long as no Default exists at the time of such disposition; and
(n) Asset Dispositions not otherwise permitted pursuant to this Section 9.8; provided that (i) at the time of such Asset Disposition, no Default Acquisition or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (n) shall not exceed 10% of Consolidated Total Assets in any Fiscal Year; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiary.permitted
Appears in 1 contract
Samples: Credit Agreement (Ubiquiti Inc.)
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, any Asset Disposition except:
(a) the (i) sale of inventory in the ordinary course of business and (i) disposition of cash and Cash Equivalentsbusiness;
(b) transactions permitted pursuant to Section 9.3;
(c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(d) the disposition of any Hedge Agreement;
(e) (i) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any other Credit Party (other than a Foreign Subsidiary Borrower) and (ii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
(g) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Subsidiary of its assets to any other Non-Credit Party Subsidiary;
(h) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v);
(i) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Parent Borrower or any of its Restricted Subsidiaries;
(j) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries;; 93782947_8
(k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries;
(l) Asset Dispositions in connection with Casualty Events; provided that the requirements of Section 2.5(d) are complied with in connection therewith;
(m) dispositions of Receivables Facility Assets to a Receivables Entity in connection with a Permitted Receivables Financing so long as no Default exists at the time of such dispositionFinancing; and
(n) Asset Dispositions not otherwise permitted pursuant to this Section 9.8; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,00025,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (n) shall not exceed 10% of Consolidated Total Assets in any Fiscal Year; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiary.;
Appears in 1 contract
Samples: Credit Agreement (Brinks Co)
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, Make any Asset Disposition except:
(a) the sale of obsolete, damaged, worn-out or surplus assets no longer used or useful in the business of the Borrower or any of its Subsidiaries;
(ib) non-exclusive licenses and sublicenses (and terminations thereof) of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries;
(c) leases, subleases, licenses or sublicenses (and terminations thereof) of real or personal property granted by the 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 in connection with Insurance and Condemnation Events; provided that the requirements of Section 4.4(b) are complied with in connection therewith;
(e) the abandonment or disposition of intellectual property determined by Borrower and its Subsidiaries to no longer be necessary in the conduct of their businesses;
(f) the sale of inventory in the ordinary course of business and (i) disposition of cash and Cash Equivalentsbusiness;
(bg) transactions any issuance of Equity Interests by the Borrower, so long as no Change in Control occurs;
(h) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 9.39.4 (other than Section 9.4(e));
(ci) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(dj) the disposition of any Hedge Agreement;
(ek) dispositions of Investments in cash and Cash Equivalents;
(il) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any its assets to any other Credit Party Party;
(other than a Foreign Subsidiary Borrower) and (iim) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
(gn) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Guarantor Subsidiary of its assets to any other Non-Credit Party Guarantor Subsidiary;
(ho) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent Investments permitted as an Investment under Section 9.10(h)(v)9.3, Liens permitted by Section 9.2 and Restricted Payments permitted by Section 9.6;
(ip) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Parent Borrower or any of its Restricted Subsidiaries;
(j) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries;
(k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries;
(l) Asset Assets Dispositions in connection with Casualty Events; provided that the requirements of transactions permitted by Section 2.5(d) are complied with in connection therewith9.4;
(mq) dispositions any disposition of Receivables Facility Assets Investments in connection with a Permitted Receivables Financing so long as no Default exists at joint ventures to the time of such dispositionextent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and
(nr) Asset Dispositions not otherwise permitted pursuant to this Section 9.8Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% seventy-five percent (75)% in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose)cash, and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (nr) shall not exceed 10% five percent (5%) of the Consolidated Total Assets total assets (excluding cash and Cash Equivalents) of the Borrower and its Subsidiaries in any Fiscal Year; provided that any unused amount under this clause Year (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations calculated as of the Parent end of the immediately preceding fiscal quarter of the Borrower and its Restricted Subsidiaries for which the Borrower’s financial statements were most recently delivered pursuant to any Unrestricted Subsidiarythis Agreement).
Appears in 1 contract
Samples: Credit Agreement (Switch, Inc.)
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, Make any Asset Disposition except:
(ai) the (i) sale of inventory or assets in the ordinary course of business and (i) disposition of cash and Cash Equivalentsbusiness;
(bii) transactions the transfer of assets to a Borrower or any Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 9.39.4;
(ciii) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;; 165457743_4174358596_2
(div) the disposition of any Hedge AgreementAgreement or close out of any position thereunder;
(ev) dispositions of Investments in cash and Cash Equivalents;
(ivi) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any its assets to any other Credit Party Party;
(other than a Foreign Subsidiary Borrower) and (iivii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
(gviii) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Subsidiary of its assets to any other Non-Credit Party Subsidiary;
(hix) the transfer (includingsale, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v);
(i) the sale abandonment or other disposition of obsolete, worn-out or surplus assets no longer used needed or usable necessary in the business of the Parent Borrower Consolidated Company effecting such Asset Disposition or any of its Restricted Subsidiaries;
(jx) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted SubsidiariesConsolidated Companies;
(kxi) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower Centuri or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted SubsidiariesConsolidated Companies;
(lxii) Asset Dispositions in connection with Casualty Insurance and Condemnation Events; provided that the requirements of Section 2.5(d4.4(b) are complied with in connection therewith;
(mxiii) dispositions of Receivables Facility Assets Asset Dispositions in connection with a transactions permitted by Section 9.4 (other than Section 9.4(h));
(xiv) the sale of the Permitted Receivables Financing so long as no Default exists Drum Equity to officers, directors or employees;
(xv) Asset Dispositions not otherwise pursuant to this Section; provided that (i) at the time of such dispositiontransaction, no Default or Event of Default shall exist or would result from such Asset Disposition and (ii) the aggregate book value of all property disposed of in reliance on this clause (o) shall not exceed $50,000,000 during the term of this Agreement;
(xvi) the sale, discount or other transfer of Receivables Assets pursuant to a Permitted Receivables Transaction; and
(nxvii) Asset Dispositions not otherwise permitted pursuant to this Section 9.8Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, Disposition and (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than seventy-five percent (75% %) in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (n) shall not exceed 10% of Consolidated Total Assets in any Fiscal Year; provided that any unused amount under this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiarycash.
Appears in 1 contract
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, Make any Asset Disposition except:
(a) the (i) sale of inventory in the ordinary course of business (including sales and (i) disposition transfers of cash and Cash Equivalentsinventory from a Credit Party or Subsidiary of a Credit Party to another Credit Party or Subsidiary of a Credit Party in the ordinary course of business);
(b) transactions the transfer of assets pursuant to any other transaction permitted pursuant to Section 9.39.4;
(c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and and, in the case of the Credit Parties, not undertaken as part of an accounts receivable financing transaction;
(d) the disposition or unwinding of any Hedge Agreement;
(e) dispositions of Investments in cash and Cash Equivalents;
(f) (i) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any its assets to any other Credit Party (other than a Foreign Subsidiary Borrower) and Party, (ii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
) and (giii) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Guarantor Subsidiary of its assets to any other Non-Credit Party Guarantor Subsidiary;
(h) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v);
(ig) the sale of obsolete, worn-out or surplus assets no longer used or usable useful in the business of the Parent Borrower or any of its Restricted Subsidiaries;
(jh) non-exclusive 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 in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries;
(ki) leases, subleases, licenses or sublicenses (and terminations thereof) of real or personal property granted by the Parent Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries;
(lj) Asset Dispositions dispositions in connection with Casualty Insurance and Condemnation Events; provided that the requirements of Section 2.5(d) are complied with in connection therewith;
(mk) dispositions the abandonment or disposition of Receivables Facility Assets intellectual property determined by Borrower and its Subsidiaries to no longer be necessary in connection with a Permitted Receivables Financing so long as no Default exists at the time conduct of such disposition; andtheir businesses;
(nl) Asset Dispositions not otherwise permitted pursuant to this Section 9.8Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, Disposition and (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market book value of all property disposed of in reliance on this clause (nl) shall not exceed (A) 10% of Consolidated Total Assets in any Fiscal YearYear or (B) 30% of Consolidated Total Assets during the term of this Agreement (in the case of this clause (ii) with Consolidated Total Assets measured at the time of such Asset Disposition);
(m) Investments permitted under Section 9.3;
(n) the contribution or transfer by a Credit Party of Capital Stock in a Non-Guarantor Subsidiary to a Wholly-Owned Subsidiary that is not a Credit Party; provided that such Non-Guarantor Subsidiary generates less than 5% of the gross revenues of the Borrower and its Subsidiaries and holds assets (excluding goodwill) that constitute less than 5% of the assets (excluding goodwill) of the Borrower and its Subsidiaries, in each case, taken as a whole; and
(o) Asset Dispositions of intellectual property and/or rights thereto between or among the Borrower or any unused amount under this clause (n) may be carried forward for use in Subsidiaries. Notwithstanding the next following Fiscal Year; provided that notwithstanding the foregoingforegoing or anything else contained herein, in no event shall any Asset Disposition, Investment or other transfer or disposition result in (x) Cirrus Logic UK not being a direct Wholly-Owned Subsidiary of the Parent Borrower or any Restricted (y) Wolxxxx xxt being a direct or indirect Wholly-Owned Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted SubsidiaryCirrus Logic UK.
Appears in 1 contract
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, Make any Asset Disposition except:
: (a) the sale of obsolete, worn-out or surplus assets, or other assets no longer used or usable in the business of the Borrower or any of its Subsidiaries;
(ib) licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (d) Asset Dispositions in connection with transactions permitted by Section 8.4; (e) the sale of inventory in the ordinary course of business and business; (if) disposition the transfer of cash and Cash Equivalents;
(b) transactions assets to the Borrower or any Guarantor pursuant to any other transaction permitted pursuant to Section 9.3;
8.4; (cg) the write-off, discount, sale or other disposition Asset Disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
; (dh) the disposition Asset Disposition of any Hedge Agreement;
(e) ; (i) Asset Dispositions of Investments in cash and Cash Equivalents; (j) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any its assets to any other Credit Party; (k) the transfer by any Credit Party of its assets (other than a Foreign Subsidiary BorrowerIntellectual Property) and (ii) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Subsidiary as an Investment in accordance with Section 8.3(a)(vi); (l) the transfer by any Non-Credit Party of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
; (gm) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Subsidiary of its assets to any other Non-Credit Party Subsidiary;
Party; 96 142128979_6 170630523_7 (hn) any involuntary loss, damage or destruction of property; (o) any involuntary condemnation, seizure or taking, by exercise of the transfer power of eminent domain or otherwise, or confiscation or requisition of use of property; (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(vp);
(i) the sale lapse of obsoleteregistered patents, worn-out or surplus assets no longer used or usable in the business trademarks, copyrights and other intellectual property rights of the Parent Borrower or and any of its Restricted Subsidiaries;
Subsidiaries or (jii) non-exclusive licenses and sublicenses the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business business, so long as (in each case under clauses (i) and (ii)), such lapse is not interfering, individually or materially adverse to the interests of the Lenders; (q) Asset Dispositions of non-core assets not otherwise useful in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries;
(k) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries;
(l) Asset Dispositions in connection with Casualty Events; provided that the requirements of Section 2.5(d) are complied with in connection therewith;
(m) dispositions of Receivables Facility Assets acquired in connection with a Permitted Receivables Financing Acquisition or other Investment permitted hereunder consummated after the Closing Date, so long as as, in each case, (i) no Default exists at or Event of Default shall have occurred and is continuing or would result therefrom and (ii) after giving effect thereto on a pro forma basis, the time of such dispositionConsolidated Total Leverage Ratio is not greater than 2.50 to 1.00; and
and (nr) Asset Dispositions not otherwise permitted pursuant to this Section 9.8Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market valuecash, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (nr) shall not exceed 10(A) 5% of Consolidated Total Assets EBITDA as of the end of the most recently ended four consecutive fiscal quarter period for which financial statements have been provided pursuant to Section 7.1(a) or (b), as applicable, in any Fiscal Year; provided that any unused amount under , plus (B) $50,000,000 during the term of this clause (n) may be carried forward for use in the next following Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted SubsidiaryAgreement.
Appears in 1 contract
Samples: Credit Agreement (Ubiquiti Inc.)
Asset Dispositions. Make, or permit any Restricted Subsidiary to make, Make any Asset Disposition except:
(a) the (i) sale of inventory in the ordinary course of business and (i) disposition of cash and Cash Equivalentsbusiness;
(b) transactions permitted pursuant to Section 9.3;
(c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;
(c) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries;
(d) the disposition of any Hedge Agreement;
(e) (i) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any its assets to any other Credit Party or the transfer of assets to the Borrower or any Guarantor pursuant to any other transaction permitted pursuant to Section 7.4 (other than a Foreign Subsidiary Borrowerclause (e) and thereof);
(iie) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower to any other Foreign Subsidiary Borrower;
(f) the transfer (including, without limitation, any intercompany licensing transactions) by any Foreign Subsidiary Borrower or any Non-Credit Party Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer);
(gf) the transfer (including, without limitation, any intercompany licensing transactions) by any Non-Credit Party Guarantor Subsidiary of its assets to any other Non-Credit Party Guarantor Subsidiary;
(h) the transfer (including, without limitation, any intercompany licensing transactions) by any Credit Party of any assets to any Restricted Subsidiary to the extent permitted as an Investment under Section 9.10(h)(v);
(i) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Parent Borrower or any of its Restricted Subsidiaries;
(jg) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries;
(kh) leases, subleases, licenses or sublicenses of real or personal property granted by the Parent Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Parent Borrower or any of its Restricted Subsidiaries;
(li) Asset Dispositions Sale Leaseback Transactions in connection with Casualty Events; provided that an aggregate amount not to exceed $20,000,000 during the requirements term of Section 2.5(d) are complied with in connection therewiththis Agreement;
(mj) dispositions the sale and/or exchange of Receivables Facility Assets in connection with a Permitted Receivables Financing so long as no Default exists at the time of such disposition; andCash Equivalents;
(nk) Asset Dispositions not otherwise permitted pursuant to this Section 9.8the sale or exchange of Investments made by the Borrower in joint ventures, limited liability companies, limited partnerships and other types of entities, in which the Borrower holds less than fifty percent (50%) of any ownership interest in such entities; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, Disposition and (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than 75% in cash and Cash Equivalents (provided that any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii) that is at that time outstanding, not to exceed $50,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose), and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (nk) shall not exceed 10% of Consolidated Total Assets $15,000,000 in any Fiscal Year; and
(l) Asset Dispositions not otherwise permitted pursuant to this Section; provided that any unused amount under (i) no Default or Event of Default shall exist or would result from such Asset Disposition and (ii) the aggregate fair market value of all property disposed of in reliance on this clause (nl) may be carried forward for use shall not exceed $5,000,000 in the next following any Fiscal Year; provided that notwithstanding the foregoing, in no event shall the Parent Borrower or any Restricted Subsidiary transfer (whether by Investment or otherwise) any intellectual property (or any rights to use any intellectual property) that is material, individually or in the aggregate, to the operations of the Parent Borrower and its Restricted Subsidiaries to any Unrestricted Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (Atrion Corp)
