Common use of Consolidation, Merger, Sale or Purchase of Assets Clause in Contracts

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 consideration received by such Credit Party in connection with the liquidation of its assets is used to make a prepayment of the Loan. (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) all or substantially all of the property or assets of any Person, or (ii) enter into any transaction of merger or consolidation, except for (A) Investments or acquisitions permitted pursuant to Section 8.7 and (B) the merger or consolidation of a Credit Party with and into another Credit Party; provided that if any Borrower is a party thereto, such Borrower will be the surviving Person.

Consolidation, Merger, Sale or Purchase of Assets. The Credit Parties will not: (a) , nor will they permit any Restricted Subsidiary to, dissolve, liquidate or wind up their its affairs, or sell, transfer, lease or otherwise dispose of their property its property(a) or assets (each a “Disposition”) or agree to do so at a future time, except the following, without duplication, shall be expressly permitted: : (iA) the sale, transfer, lease or other disposition of cash and Cash Equivalents, inventory and materials in the(i) ordinary course of business, (B) the conversion of cash into Cash Equivalents and Cash Equivalents into cash, and (C) non-exclusive licenses and sublicenses (and terminations thereof) of Intellectual Property rights (other than Franchise Agreements) in the ordinary course of business; (iibusiness not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; the sale, transfer or other disposition of property or assets to an unrelated party(ii) not in the ordinary course of business where and to the extent that they are the result of a Recovery EventsEvent; provided that to the net proceeds extent Net Cash Proceeds from any such Recovery Event shall be are reinvested or 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 make mandatory prepayments 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) Section 2.7(b)(iv); the sale, lease, transfer or other disposition of machinery, parts and equipment no no(iii) longer used or useful in the conduct of the business of the Credit Parties or any of their Restricted Subsidiaries; ; the sale, lease or transfer of property or assets from one Credit Party to another(iv) Credit Party or the dissolution, liquidation or winding up of any Credit Party (ivother than the Borrower) to the extent any and all assets of such Credit Party are distributed to another Credit Party; the termination of any Hedging Agreement;(v) the sale, lease, transfer, closure or other disposition of Restaurants, the(vi) termination or non-renewal of leases and Franchise Agreements or the subletting of Restaurants, in each case as determined to be prudent in the reasonable judgment of the senior officers of the Borrower; Sale Leaseback transactions to the extent permitted under Section 6.12;(vii) the sale, lease or transfer of property or assets (at fair valuenot to exceed $2,500,000 in the(viii) between aggregate in any Credit Parties; (vfiscal year; [reserved];(ix) the merger Permitted Investments, Permitted Liens and Restricted Payments permitted under(x) Section 6.10; dispositions 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 non-core 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 consideration received by such Credit Party acquired in connection with any Permitted(xi) Acquisition or Investment permitted hereunder (including, as necessary to obtain the liquidation approval of its assets is used to make a prepayment any applicable antitrust authority) which, within 60 days of the Loan. (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) all or substantially all date of the property or assets of any Person, or (ii) enter into any transaction of merger or consolidation, except for (A) Investments or acquisitions permitted pursuant to Section 8.7 and (B) the merger or consolidation of a Credit Party with and into another Credit Party; provided that if any Borrower is a party thereto, such Borrower will be the surviving Person.applicable Permitted -110-

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 or taken 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 Borrower 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 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 consideration received by such Credit Party in connection with the liquidation of its assets is used to make a prepayment of the Loan; and (vi) any disposition of property or assets permitted by Section 8.3. (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) all or substantially all of the property or assets of any Person, or (ii) enter into any transaction of merger or consolidation, except for (A) Investments or acquisitions permitted pursuant to Section 8.7 and (B) 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; transaction and (vi) payments otherwise permitted under Section 8.7 hereof; (viiD) the liquidation or voluntary dissolution financial condition of a the surviving Credit Party so long as such liquidation is the same or dissolution is not reasonably likely to have a Material Adverse Effect and, in connection therewith, either (A) all better than the financial condition of the remaining assets of such entity are transferred to a Credit Party, or (B) all consideration received by such Credit Party in connection with prior to the liquidation of its assets is used to make a prepayment of the Loanmerger. (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) all or substantially all of the property or assets of any Person, or (ii) enter into any transaction of merger or consolidation, except for (A) Investments or acquisitions permitted pursuant to Section 8.7 and (B) the merger or consolidation of a Credit Party with and into another Credit Party; provided that if any Borrower is a party thereto, such Borrower will be the surviving Person.