Assets Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 80% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently repay Senior Debt, (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings), or (b) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets and parking facility agreements, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the New Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amou...
Assets Sales. 48 Section 4.11 Transactions with Affiliates............................48 Section 4.12 Liens...................................................50 Section 4.13 Sale and Leaseback Transactions.........................50 Section 4.14 Offer to Purchase Upon Change of Control................50 Section 4.15 Corporate Existence.....................................51 Section 4.16 Limitation on Issuances of Capital Stock of Wholly Owned Restricted Subsidiaries...........................51 Section 4.17 Limitations on Issuances of Guarantees of Indebtedness............................................52 Section 4.18 Business Activities.....................................52 Section 4.19
Assets Sales. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the Indenture will constitute “Excess Proceeds” on the 366th day after consummation of the Asset Sale. When the aggregate amount of Excess Proceeds exceeds $30.0 million, within 10 days thereof, the Issuer and the Parent will make an offer (an “Asset Sale Offer”) to all Holders of Euro Notes and, to the extent the Issuer and the Parent elect, to all holders of other Indebtedness that ranks pari passu with the Euro Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Euro Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer in respect of the Euro Notes will be equal to and, in the case of pari passu Indebtedness the offer price will be no more than, 100% of the principal amount of the Euro Notes or pari passu Indebtedness plus accrued and unpaid interest to the date of purchase, and will be payable in cash in accordance with the procedures set out in the Indenture or the agreements governing the pari passu Indebtedness, as applicable, in each case in minimum denominations of €50,000 and in integral multiples of €1,000 in excess thereof. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Euro Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Euro Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Asset Sale Offer, insofar as it relates to the Euro Notes, will remain open for a period of not less than 20 Business Days following its commencement (the “Asset Sale Offer Period”). No later than five Business Days after the termination of the Asset Sale Offer period (the “Asset Sale Purchase Date”) the Issuer or the Parent will purchase the principal amount of Euro Notes and to the extent the Issuer or the Parent elects, pari passu Indebtedness, required to be purchased by it pursuant to this covenant, or if less than the Asset Sale Offer Amount has been ...
Assets Sales. That it will not license, sell, lease, pledge, mortgage or otherwise encumber or otherwise transfer or dispose of any of its properties or assets, except sales of inventory and sales of corporate franchises in the ordinary course of business consistent with past practice.
Assets Sales. 59 Section 4.11
Assets Sales. Simultaneously with any Asset Sale made by a Borrower after the date hereof, the Borrowers shall pay to the Agent an amount equal to the Net Sale Proceeds of such Asset Sale; provided that, if at the time and as a result of an Asset Sale no Default or Event of Default exists, no payment shall be required pursuant to this clause (c) to the extent that (i) the Net Sale Proceeds do not exceed $100,000 for such Asset Sale or $500,000 for all such Asset Sales in the aggregate, or (ii) to the extent the Net Sale Proceeds exceed such $100,000 limit, if the Borrowers intend in good faith to apply such Net Sale Proceeds to the acquisition of substitute assets within ninety (90) days after such Asset Sale, which substitute assets are to be pledged to the Agent as security for the Obligations pursuant to (and as defined in) the Security Agreement; provided further, that such retained Net Sale Proceeds shall be paid to the Agent at the end of such 90-day period to the extent that the Borrowers have not utilized such retained Net Sale Proceeds to purchase substitute assets that are so pledged to the Agent. Any payments pursuant to this subsection shall be applied to the Term Loans in the inverse order of maturity, first to Term Loan B and then to Term Loan A.
Assets Sales. Holdings will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) Holdings (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 80% of the consideration therefor received by Holdings or such Restricted Subsidiary is in the form of cash; provided that the amount of (x) any liabilities (as shown on Holdings' or such Restricted Subsidiary's most recent balance sheet), of Holdings or any Restricted Subsidiary
Assets Sales. The Company holds assets located in the United States having an aggregate book value of less than $15 million. In 1998, the Company made aggregate sales in the United States of less than $25 million. For purposes of this Annex B and the Agreement, the following terms shall have the following meanings:
Assets Sales. The COMPANY and its Subsidiaries will not sell, lease, mortgage or otherwise encumber or otherwise dispose of any of its properties or assets, except sales of inventory in the ordinary course of business consistent with past practice and strategic sales of corporate stores and franchises.
Assets Sales. 50 Section 4.11. Transactions With Affiliates. . . . . . . . . . . . . . . . . .51 Section 4.12. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52 Section 4.13. Business Activities . . . . . . . . . . . . . . . . . . . . . .52 Section 4.14. Corporate Existence . . . . . . . . . . . . . . . . . . . . . .52 Section 4.15. Offer to Purchase Upon Change of Control. . . . . . . . . . . .52 Section 4.16. Additional Subordinated Subsidiary Guarantees . . . . . . . . .53 Section 4.17. Payment for Consents. . . . . . . . . . . . . . . . . . . . . .54 Section 4.18. Sale and Leaseback Transactions . . . . . . . . . . . . . . . .54 Section 4.19. Anti-Layering . . . . . . . . . . . . . . . . . . . . . . . . .54 Section 4.20. Certain Covenants to Be Suspended Under Certain Conditions. . .54 ARTICLE 5
