Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 45 contracts
Samples: Credit Agreement (CompoSecure, Inc.), Credit Agreement (Cactus, Inc.), Loan Agreement (Lifetime Brands, Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 41 contracts
Samples: Credit Agreement (Opko Health, Inc.), Credit Agreement (CarParts.com, Inc.), Credit Agreement (CRAWFORD UNITED Corp)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 19 contracts
Samples: Credit Agreement (AtriCure, Inc.), Credit Agreement (SMG Industries Inc.), Credit Agreement and Waiver (Bed Bath & Beyond Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 15 contracts
Samples: Credit Agreement (Vital Farms, Inc.), Credit Agreement (Nerdwallet, Inc.), Credit Agreement (Myriad Genetics Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 12 contracts
Samples: Credit Agreement (Nexeo Solutions Holdings, LLC), Credit Agreement (Northern Tier Energy LP), Credit Agreement (ATD Corp)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.03 or Section 6.04), except:
Appears in 7 contracts
Samples: Subordinated Credit Agreement (F45 Training Holdings Inc.), Credit Agreement (F45 Training Holdings Inc.), Assignment and Assumption (F45 Training Holdings Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 6 contracts
Samples: Credit Agreement (Potbelly Corp), Credit Agreement (Potbelly Corp), Credit Agreement (Potbelly Corp)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary or otherwise in compliance with Section 6.04), except:
Appears in 6 contracts
Samples: Credit Agreement (Clear Secure, Inc.), Credit Agreement (Clear Secure, Inc.), Credit Agreement (Mimecast LTD)
Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower or another Restricted Subsidiary in compliance with Section 6.04), except:
Appears in 6 contracts
Samples: Credit Agreement (Archrock Partners, L.P.), Senior Secured Credit Agreement (Orchard Supply Hardware Stores Corp), Senior Secured Credit Agreement (Orchard Supply Hardware Stores Corp)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary of its Subsidiaries to issue any additional Equity Interest in such Subsidiary (other than to the a Borrower or another Subsidiary thereof in compliance with Section 6.04), except:
Appears in 6 contracts
Samples: Credit Agreement (GLOBAL INDUSTRIAL Co), Credit Agreement (GLOBAL INDUSTRIAL Co), Credit Agreement (Systemax Inc)
Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower or another Restricted Subsidiary in compliance with Section 6.04), except:
Appears in 5 contracts
Samples: Credit Agreement (Planet Fitness, Inc.), Credit Agreement (Planet Fitness, Inc.), Credit Agreement (Planet Fitness, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary (other than Excluded Subsidiaries which are not Loan Parties) to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Restricted Subsidiary (other than Excluded Subsidiaries) to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary Loan Party in compliance with Section 6.04), except:
Appears in 5 contracts
Samples: Credit Agreement (Wesco International Inc), Credit Agreement (Wesco International Inc), Credit Agreement (Wesco International Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary of its Restricted Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 5 contracts
Samples: Desktop Appraisal (Cott Corp /Cn/), Desktop Appraisal (Cott Corp /Cn/), Credit Agreement (Cott Corp /Cn/)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 5 contracts
Samples: Fourth Amendment (Office Depot Inc), Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of (or commit to sell, transfer, lease or otherwise dispose of) any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 4 contracts
Samples: Credit Agreement (A.S.V., LLC), Credit Agreement (A.S.V., LLC), Credit Agreement (Manitex International, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than issuing directors’ qualifying shares and other than issuing Equity Interests to the Borrower Company or another Subsidiary in compliance with Section 6.046.04(d)) (each, a “Disposition”), except:
Appears in 4 contracts
Samples: Credit Agreement (Winnebago Industries Inc), Credit Agreement (Winnebago Industries Inc), Loan Agreement (Winnebago Industries Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by itit or income or revenues (including accounts receivable) or rights in respect of any thereof, nor will the any Borrower permit or any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 4 contracts
Samples: Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary of the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest of any Subsidiary of the Company owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04)Subsidiary, except:
Appears in 4 contracts
Samples: Credit Agreement (Pilgrims Pride Corp), Credit Agreement (Pilgrims Pride Corp), Credit Agreement (Pilgrims Pride Corp)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Company permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower Company or another Subsidiary in compliance with Section 6.04), except:
Appears in 4 contracts
Samples: Credit Agreement (InfuSystem Holdings, Inc), Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower any Loan Party permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.047.04), except:
Appears in 4 contracts
Samples: Credit Agreement (Natural Grocers by Vitamin Cottage, Inc.), Credit Agreement (Natural Grocers by Vitamin Cottage, Inc.), Credit Agreement (Natural Grocers by Vitamin Cottage, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Borrowers permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the a Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 4 contracts
Samples: Credit Agreement (Escalade Inc), Credit Agreement (Escalade Inc), Credit Agreement (Core-Mark Holding Company, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of its Restricted Subsidiaries to Dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the another Borrower or another Restricted Subsidiary in compliance with Section 6.04), except:
Appears in 3 contracts
Samples: Fourth Amended (ODP Corp), Second Amendment (ODP Corp), Credit Agreement (Office Depot Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 3 contracts
Samples: Credit Agreement (Lapeyre James M Jr), Credit Agreement (Lapeyre James M Jr), Credit Agreement (Lapeyre James M Jr)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 3 contracts
Samples: Credit Agreement (Escalade Inc), Term Loan Agreement (Esmark INC), Credit Agreement (Escalade Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose to Dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), excluding therefrom the payment of advances, customer deposits, trade payables and other accrued expenses and liabilities incurred in the ordinary course of business, except:
Appears in 3 contracts
Samples: Credit Agreement (Farmer Brothers Co), Credit Agreement (Farmer Brothers Co), Credit Agreement (Farmer Brothers Co)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Company and the Borrowers permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04)Subsidiary, except:
Appears in 3 contracts
Samples: Credit Agreement (CSW Industrials, Inc.), Credit Agreement (CSW Industrials, Inc.), Credit Agreement (CSW Industrials, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 3 contracts
Samples: Credit Agreement (Akorn Inc), Loan Agreement (Akorn Inc), Credit Agreement (Akorn Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Company permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower Company or another Subsidiary in compliance with Section 6.046.04 or, in the case of Xxxxxx Xxxxxxxxx Sustainable Infrastructure, L.P., to any other Person as part of executive compensation), except:
Appears in 3 contracts
Samples: Credit Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Credit Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Credit Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Holdings permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Global Brass & Copper Holdings, Inc.), Term Loan Credit Agreement (Global Brass & Copper Holdings, Inc.), Credit Agreement (Global Brass & Copper Holdings, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the any Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 3 contracts
Samples: Credit Agreement (Furniture Brands International Inc), Credit Agreement (Furniture Brands International Inc), Credit Agreement (Furniture Brands International Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Company permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower Company or another Subsidiary in compliance with Section 6.046.04 (other than Section 6.04(m)), except:
Appears in 2 contracts
Samples: Credit Agreement (Neiman Marcus, Inc.), Credit Agreement (Neiman Marcus, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary of its Restricted Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Company permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower Company or another Subsidiary in compliance with Section 6.04Restricted Subsidiary), except:
Appears in 2 contracts
Samples: Credit (Smithfield Foods Inc), Credit Agreement (Smithfield Foods Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 2 contracts
Samples: Credit Agreement (Potbelly Corp), Credit Agreement (Potbelly Corp)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any assetProperty, including any Equity Interest owned by it, nor will the Borrower Borrowers permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the a Borrower or another Subsidiary in compliance with Section 6.046.4), except:
Appears in 2 contracts
Samples: Credit Agreement (Stewart & Stevenson LLC), Credit Agreement (Stewart & Stevenson Funding Corp.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the a Borrower or another Subsidiary in compliance with Section 6.047.04), except:
Appears in 2 contracts
Samples: Credit Agreement (Smith & Wesson Holding Corp), Credit Agreement (Smith & Wesson Holding Corp)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary of its subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Parent Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Parent Borrower or another Subsidiary in compliance with Section 6.046.04(c)), except:
Appears in 2 contracts
Samples: Credit Agreement (Indalex Holdings Finance Inc), Credit Agreement (Indalex Holding Corp.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 2 contracts
Samples: Second Lien Credit Agreement (RTI Surgical Holdings, Inc.), Assignment and Assumption (RTI Surgical Holdings, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of (including by a Division) any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 2 contracts
Samples: Credit Agreement (CSS Industries Inc), Credit Agreement (CSS Industries Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease lease, grant exclusive licenses (other than Permitted Encumbrances) or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 2 contracts
Samples: Loan Agreement (Wanxiang Group Corp), Loan Agreement (A123 Systems, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Holdings or any Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Restricted Subsidiary in compliance with Section 6.04), except:
Appears in 2 contracts
Samples: Intercreditor Agreement (Interline Brands, Inc./De), Credit Agreement (Interline Brands, Inc./De)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary that is a Loan Party to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04Subsidiary), except:
Appears in 2 contracts
Samples: Joinder Agreement (Material Sciences Corp), Joinder Agreement (Material Sciences Corp)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary of its Subsidiaries to, sell, transfer, assign, lease or otherwise dispose of any asset, rights, or properties, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 2 contracts
Samples: Credit Agreement (Fifth & Pacific Companies, Inc.), Credit Agreement (Claiborne Liz Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary (other than Excluded Subsidiaries which are not Loan Parties and Unrestricted Subsidiaries) to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary (other than Excluded Subsidiaries and Unrestricted Subsidiaries) to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary Loan Party in compliance with Section 6.04), except:
Appears in 2 contracts
Samples: Pledge and Security Agreement (Wesco International Inc), Intercreditor Agreement (Wesco International Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, to (x) sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 2 contracts
Samples: Assignment and Assumption (Shake Shack Inc.), Assignment and Assumption (Shake Shack Inc.)
Asset Sales. No Loan Party will, nor will it permit any Domestic Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Domestic Subsidiary to issue any additional Equity Interest in such Domestic Subsidiary (other than to the another Borrower or another Domestic Subsidiary in compliance with Section 6.04), except:
Appears in 2 contracts
Samples: Credit Agreement (Sagent Pharmaceuticals, Inc.), Credit Agreement (Sagent Pharmaceuticals, Inc.)
Asset Sales. No Loan Party will, nor or will it permit any Subsidiary of its subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned or issued by it, nor will the Borrower any Loan Party permit any Subsidiary such subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04)subsidiary, except:
Appears in 2 contracts
Samples: Credit Agreement (Horizon Lines, Inc.), Credit Agreement (Horizon Lines, Inc.)
Asset Sales. 119 . No Loan Party will, nor will it permit any Restricted Subsidiary or any Non-Recourse Pledgor to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than in compliance with Section 6.03 or to the another Borrower or another Restricted Subsidiary in compliance with Section 6.04), except:
Appears in 2 contracts
Samples: Credit Agreement (Tetra Technologies Inc), Credit Agreement (Tetra Technologies Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary Loan Party in compliance with Section 6.04), except:
Appears in 1 contract
Asset Sales. No Loan Party will, nor will it permit any Subsidiary of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary of its Subsidiaries to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary of the Borrower (other than an Excluded Subsidiary Guarantor) in compliance with Section 6.04), except:
Appears in 1 contract
Asset Sales. No Loan Party will, nor will it permit any Subsidiary of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Company permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower Company or another Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Parent permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower Parent or another Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Samples: Credit Agreement (Gogo Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary Loan Party in compliance with Section 6.04), except:
Appears in 1 contract
Samples: Credit Agreement (Ddi Corp)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Holdings permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:: (a) sales, transfers and dispositions of (i) Inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus Equipment or property in the ordinary course of business; 87
Appears in 1 contract
Samples: Term Loan Credit Agreement (Global Brass & Copper Holdings, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose to Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), excluding therefrom the payment of advances, customer deposits, trade payables and other accrued expenses and liabilities incurred in the ordinary course of business, except:
Appears in 1 contract
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the a Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Asset Sales. No Loan Party will, nor will it permit any Subsidiary of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any assetasset constituting Collateral, including any Equity Interest owned by itit that constitutes Collateral, nor will the Borrower Borrowers permit any Subsidiary of their Subsidiaries to issue any additional Equity Interest in such Subsidiary (other than to the applicable Borrower or another Subsidiary of such Borrower (other than an Excluded Subsidiary Guarantor) in compliance with Section 6.04), except:
Appears in 1 contract
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease lease, license or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, asset (including any Equity Interest owned by it), nor will the Borrower Parent permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower Parent or another Restricted Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Samples: Credit Agreement (Archrock, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary of the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Asset Sales. No Entity Loan Party will, nor or will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose (including pursuant to a merger, other than a merger permitted by Section 5.4) of any asset, including any Equity Interest owned by itequity securities, nor will the Borrower any Entity Loan Party issue, or permit any Subsidiary of the Subsidiaries to issue issue, any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04)shares of its equity securities, except:
Appears in 1 contract
Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by itit or income or revenues (including accounts receivable) or rights in respect of any thereof, nor will the any Borrower permit or any Restricted Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Restricted Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest (other than any Equity Interests or Equity Rights issued by the Borrower) owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Samples: Credit Agreement (Exactech Inc)
Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower any Loan Party permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower Company or another Restricted Subsidiary in compliance with Section 6.04), except:
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Samples: Credit Agreement (Belden Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any Equity Interest Interests owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Samples: Credit Agreement (Harmonic Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any assetasset (including any sale, transfer, lease or other disposition effected pursuant to a division), including any Equity Interest owned by itit or income or revenues (including accounts receivable) or rights in respect of any thereof, nor will the any Borrower permit or any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose to Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Loan Parties permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the a Borrower or another Subsidiary Loan Party in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any assetasset (and whether effected pursuant to a Division or otherwise), including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Samples: Credit Agreement (Clarus Corp)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the either Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the either Borrower or another Subsidiary in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Holdings or any Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Restricted Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Samples: Intercreditor Agreement (Interline Brands, Inc./De)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to that is a Loan Party issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary Loan Party in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any assetasset (other than any Excluded Assets), including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease lease, or otherwise dispose of any assetasset (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise), including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:: 105
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest of another Person owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the any Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Samples: Credit Agreement (Furniture Brands International Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Borrowers permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the a Borrower or another Subsidiary in compliance with Section 6.046.4), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04)Subsidiary, except:
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Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary or any Non-Recourse Pledgor to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than in compliance with Section 6.03 or to the another Borrower or another Restricted Subsidiary in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of its Subsidiaries to Dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Samples: Credit Agreement (Office Depot Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest or any Intellectual Property owned by it, nor will the any Borrower permit any Subsidiary (other than any Excluded Subsidiary) to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary (other than an Excluded Subsidiary) in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.03 or Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose to Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:-83-
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary of the Restricted Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower any Loan Party permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower another Loan Parry or another Restricted Subsidiary in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Holdings permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower Holdings or another Restricted Subsidiary in compliance with Section 6.04) (each, an “Asset Sale”), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary Loan Party in compliance with Section 6.046.4), except:
Appears in 1 contract
Samples: Credit Agreement (Vitran Corp Inc)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower any Loan Party permit any Subsidiary of its Subsidiaries to issue any additional Equity Interest in such Subsidiary (other than to the a Borrower or another any other Subsidiary in compliance with Section 6.03 or 6.04), except:
Appears in 1 contract
Samples: Credit Agreement (Tyson Foods Inc)
Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary or any Non-Recourse Pledgor to, sell, transfer, lease or otherwise dispose disposeDispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than in compliance with Section 6.03 or to the another Borrower or another Restricted Subsidiary in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any assetasset (including, in each case, pursuant to a division, as described in Section 1.07), including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary or otherwise in compliance with Section 6.04), except:
Appears in 1 contract
Samples: Credit Agreement (Virtusa Corp)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.047.04 (other than by reference to this Section 7.05 (or any sub-clause hereof))), except:
Appears in 1 contract
Samples: Credit Agreement (FIGS, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by itit (provided for the avoidance of doubt that the issuance of Equity Interests by the Borrower will not constitute a sale, transfer or disposition), nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary Subsidiary, as the case may be (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary other Group member to, sell, transfer, lease or otherwise dispose of any assetasset (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise), including any Equity Interest owned by it, nor will the any Borrower issue or permit any Subsidiary other Group member to issue any additional Equity Interest in such Subsidiary Group member (other than to the Borrower Borrowers or another Subsidiary Group member in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:: DB1/ 102580159.10 84
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:: NAI-1514693629v12 111
Appears in 1 contract
Samples: Credit Agreement (Opko Health, Inc.)
Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary or any Non-Recourse Pledgor to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any Equity Interest owned by it, nor will the any Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than in compliance with Section 6.03 or to the another Borrower or another Restricted Subsidiary in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
Appears in 1 contract
Samples: Loan and Security Agreement (Smith & Wesson Holding Corp)
Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease lease, or otherwise dispose of any assetasset (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise), including any Equity Interest owned by it, nor will the any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the another Borrower or another Subsidiary in compliance with Section 6.04), except:: 77
Appears in 1 contract
Samples: Term Loan Credit Agreement (Francesca's Holdings CORP)
Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Parent permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower Parent or another Restricted Subsidiary in compliance with Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.03 or Section 6.04), except:
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Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:
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Asset Sales. No Loan Transaction Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower Company permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower Company or another Subsidiary in compliance with Section 6.04paragraph 6D), except:
Appears in 1 contract
Samples: Note Agreement (Gorman Rupp Co)