Consolidation, Merger, Sale or Purchase of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, or sell or otherwise dispose of any of its property or assets (including the sale of capital stock of any of its Subsidiaries, but excluding any sale or disposition of property or assets in the ordinary course of business), or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all or any part of the property or assets of any Person (excluding any purchases, leases or other acquisitions of property or assets in, and for use in, the ordinary course of business) or agree to do any of the foregoing at any future time, except that the following shall be permitted:
(a) The Acquisition;
(b) Capital Expenditures by the Borrower and its Subsidiaries to the extent permitted by Section 7.05;
(c) The investments, acquisitions and transfers or dispositions of property permitted pursuant to Section 7.06;
(d) The merger or consolidation or liquidation of (i) any Wholly-Owned Subsidiary of the Borrower with or into another Wholly-Owned Subsidiary of the Borrower or (ii) any Non-Regulated Company that is a Wholly-Owned Subsidiary of the Borrower with or into the Borrower, so long as the Borrower is the surviving entity following such merger, consolidation or liquidation;
(e) Any Regulated Insurance Company may enter into any Insurance Contract, Reinsurance Agreement or Retrocession Agreement in the ordinary course of business in accordance with its normal underwriting, indemnity and retention policies, provided that no Regulated Insurance Company shall enter into any Financial Reinsurance Agreement;
(f) The Borrower or any of its Subsidiaries may enter into leases of property or assets in the ordinary course of business not otherwise in violation of this Agreement;
(g) The sale or disposition of equipment that has become obsolete or worn out or is replaced in the ordinary course of business and the replacement thereof;
(h) Each of the Borrower and its Subsidiaries may sell assets, provided that (w) each such sale shall be for an amount at least equal to the fair market value thereof (as determined in good faith by senior management of the Borrower), (x) no less than 80% of the aggregate sale proceeds of each such sale are in the form of cash and (y) the aggregate sale proceeds from all assets subject to such sales pursuant to this clause (h), in any fiscal year...
Consolidation, Merger, Sale or Purchase of Assets i. Dissolve, liquidate or wind up its affairs, or enter into any transaction of merger or consolidation; provided however, that, so long as no Event of Default or Incipient Default would be directly or indirectly caused as a result thereof, Borrower may merge or consolidate with any of its Subsidiaries, provided that Borrower is the surviving entity;
ii. Make an Asset Disposition that would have a Material Adverse Effect on the financial condition of Borrower.
Consolidation, Merger, Sale or Purchase of Assets. The Credit Parties will not:
(a) dissolve, liquidate or wind up their affairs, or sell, transfer, lease or otherwise dispose of their property or assets or agree to do so at a future time, except the following, without duplication, shall be expressly permitted:
(i) the sale, transfer, lease or other disposition of cash and Cash Equivalents, inventory and materials in the ordinary course of business;
(ii) Recovery Events; provided that the net proceeds from any such Recovery Event shall be used either (A) to repair or replace the property damaged in such Recovery Event or to purchase or otherwise acquire new assets or property within one hundred eighty (180) days (or such longer period of time (not to exceed 360 days) as may be permitted pursuant to the lease of the property damaged in such Recovery Event) of receipt of such net proceeds and the Borrowers shall deliver to the Agent a certificate stating that Credit Parties intend to use such net proceeds in such manner, it being expressly agreed that any net proceeds not so reinvested shall be applied to prepay Loans and cash collateralize Letter of Credit Obligations immediately thereafter, or (B) to prepay Loans and cash collateralize Letter if Credit Obligations;
(iii) the sale, lease, transfer or other disposition of machinery, parts and equipment no longer used or useful in the conduct of the business of the Credit Parties or any of their Subsidiaries;
(iv) the sale, lease or transfer of property or assets (at fair value) between any Credit Parties;
(v) the merger of any Credit Party with and into another Credit Party, so long as (A) a Borrower is the surviving entity of any such merger among a Borrower and any other Credit Party, (B) the security interests granted to the Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets of the Credit Parties so merged shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such merger) and (C) no Person other than the surviving Credit Party receives any consideration in respect or as a result of such transaction;
(vi) payments otherwise permitted under Section 8.7 hereof;
(vii) the liquidation or voluntary dissolution of a Credit Party so long as such liquidation or dissolution is not reasonably likely to have a Material Adverse Effect and, in connection therewith, either (A) all of the remaining assets of such entity are transferred to a Credit Party, or (B) all c...
Consolidation, Merger, Sale or Purchase of Assets. Except as otherwise permitted by the provisions of this Section 10(f), without the prior written consent of Collateral Agent, which consent may be granted or withheld in the sole and absolute discretion of Collateral Agent, no Pledgor, nor any of Subject Partnership (in one transaction or series of transactions) shall (i) wind up, liquidate or dissolve its affairs, (ii) enter into any transaction of merger or consolidation, (iii) sell or otherwise dispose of all or any part of its property or assets, (iv) purchase, lease or otherwise acquire all or any part of the property or assets of any Person if such purchase, lease or other acquisition would violate the provisions of Section 10(d), or (v) agree to do or suffer any of the foregoing. Notwithstanding the foregoing, the Joint Ventures (other than the Greenbriar Upper Tier Partnerships) and the Greenbriar Property Partnerships shall have the right to sell, in the ordinary course of business, furniture and equipment (other than equipment integral to their respective businesses) and shall be permitted to sell the respective Properties which they own if such sale shall have been consented to, or initiated by, Cabox-Xxxxxx xx accordance with the provisions of the respective Joint Venture Agreements.
Consolidation, Merger, Sale or Purchase of Assets. Etc 113123 7.03 Liens 117126 7.04 Indebtedness 120129
Consolidation, Merger, Sale or Purchase of Assets. Except for sales of Timber and stumpage in the ordinary course of business, Borrower shall not:
i. Dissolve, liquidate or wind up its affairs, or enter into any transaction of merger or consolidation; provided however, that, so long as no Event of Default or Incipient Default would be directly or indirectly caused as a result thereof, Borrower may merge or consolidate with any of its Subsidiaries, provided that Borrower is the surviving entity;
ii. Make an Asset ·Disposition, which would have a Material Adverse Effect on the financial condition of Borrower.
Consolidation, Merger, Sale or Purchase of Assets. The Company will not dissolve, liquidate, or wind up its affairs, and will not enter into any transaction of merger or consolidation, or sell or otherwise dispose of all or any material part of its property or assets or, other than in the ordinary course of its business, purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) all or any part of the property or assets of any Person, except that (i) the Company may merge or be consolidated with any other U.S. corporation so long as (a) the Company shall be the surviving corporation, (b) after giving effect to any such transaction, no Default or Event of Default shall exist, and (c) the surviving corporation shall have a number of authorized, issued and outstanding shares of capital stock no greater than that of the Company immediately prior to such transaction and (ii) the Company may purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) all or any part of the property or assets of any Person and may resell or otherwise dispose of such property or assets so long as after giving effect to any such transaction, no Default or Event of Default shall exist, including, without limitation, any Default in respect of Section 6.01. Notwithstanding anything to the contrary contained in this Agreement, the Company* may effect a credit lease financing with a lease from, or guaranteed by, General Electric Company that would involve the release from the Collateral Trust Agreement of property subject to such lease and the elimination of the subordination of the Debentures to any other debt of the Company.
Consolidation, Merger, Sale or Purchase of Assets. (a) Dissolve, liquidate or wind up their affairs or enter into any transaction of merger or consolidation; provided, however that (i) the Borrower may merge or consolidate with any Subsidiary so long as the Borrower shall be the continuing or surviving corporation and (ii) any Credit Party other than the Borrower may merge or consolidate with any other Credit Party.
(b) Sell, lease, transfer or otherwise dispose of any Property (including without limitation pursuant to any sale/leaseback transaction) except (a) any Credit Party may sell, transfer or otherwise dispose of any or all of its assets to another Credit Party; (b) for the sale or other disposition of any property that, in the reasonable judgment of the Borrower has become uneconomic, obsolete or worn out, and which is sold or disposed of in the ordinary course of business; and (c) the sale or other disposition of any property the aggregate amount of net proceeds received in respect of which shall not exceed $2,000,000 during the term of this Credit Agreement.
(c) Purchase or otherwise acquire (in a single transaction or a series of related transactions) all or substantially all of the assets or business of any Person except for Permitted Acquisitions.
Consolidation, Merger, Sale or Purchase of Assets. (a) Dissolve, liquidate or wind up their affairs or enter into any transaction of merger or consolidation; provided, however that (i) the Parent may merge or consolidate with any Subsidiary so long as the Parent shall be the continuing or surviving corporation, (ii) any Credit Party other than the Parent may merge or consolidate with any other Credit Party, (iii) any Subsidiary of the Parent that is not a Credit Party may be merged with or into any other Subsidiary of the Parent that is not a Credit Party, (iv) any Subsidiary of the Parent that is not a Credit Party may merge or consolidate with any Credit Party so long as the Credit Party shall be the continuing or surviving corporation and (v) the Parent or any Subsidiary of the Parent may merge with any other Person in connection with a Permitted Acquisition if the Parent or such Subsidiary shall be the continuing or surviving corporation.
(b) Sell, lease, transfer or otherwise dispose of any Property (including without limitation pursuant to any sale/leaseback transaction) other than (i) the sale of inventory in the ordinary course of business for fair consideration, (ii) the sale or disposition of machinery and equipment no longer used or useful in the conduct of such Person's business and (iii) other sales of assets during any fiscal year having an aggregate fair market value of less than $25,000,000.
(c) Acquire all or substantially all of the assets or business of any Person except in connection with a Permitted Acquisition.
Consolidation, Merger, Sale or Purchase of Assets. Without the consent of EOH, the Company will not dissolve, liquidate, or wind up its affairs, and will not enter into any transaction of merger or consolidation, or sell or otherwise dispose of all or any part of its property or assets or, other than in the ordinary course of its business, purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) all or any part of the property or assets of any Person.
