Common use of Disposal of Assets or Subsidiary Stock Clause in Contracts

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and (b) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes); (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (vi) no Default or Event of Default then exists or would result from such Asset Disposition.

Appears in 2 contracts

Samples: Credit Agreement (Atlantis Plastics Inc), Credit Agreement (Atlantis Plastics Inc)

AutoNDA by SimpleDocs

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete obsolete, worn out or damaged equipment not used or useful in the business and business; (b) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $1,000,00020,000,000; (ii) the consideration received is at least equal to the fair market value of such assetsassets (as determined by the board of directors of the applicable Credit Party in good faith); (iii) at least 50% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as as, if and to the extent required by Section 1.5(c1.6(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 6 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreementavailable; and (vi) no Default or Event of Default then exists has occurred and is continuing or would result from such Asset DispositionDisposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment Transaction.

Appears in 2 contracts

Samples: Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp)

Disposal of Assets or Subsidiary Stock. The Credit Parties Holdings and Borrower shall not and shall not cause or permit their Subsidiaries any Credit Party to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory and equipment in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete or worn out equipment not used or useful in the business and business; (b) Asset Dispositions by Borrowers Borrower and their Subsidiaries of Borrower that are Credit Parties (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 7,500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,00010,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least 85% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers Holdings and its Subsidiaries are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreementavailable; and (vi) no Default or Event of Default then exists or would result from such Asset Disposition; (c) Investments made to the extent permitted by Section 3.3; (d) leases, licenses, subleases and sublicenses in the ordinary course of business and provided such lease, license, sublease or sublicense does not materially interfere with the conduct of the business of such Credit Party or any other Credit Party; (e) liquidations of Cash Equivalents in the ordinary course of business and consistent with past practices; and (f) sales or discounts, in each case without recourse and in the ordinary course of business, of Accounts arising in the ordinary course of business (i) which are overdue, or (ii) which Borrower may reasonably determine are difficult to collect, but in each case only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables).

Appears in 2 contracts

Samples: Credit Agreement (TNS Inc), Credit Agreement (TNS Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Each Borrower will not -------------------------------------- and shall will not cause or permit their any of its Subsidiaries to directly or indirectly to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for (a) bona fide sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and (b) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year fiscal year of Borrowers does not exceed $1,000,000500,000; (ii) the consideration received is at least equal to the fair market value of such assetsassets as determined in the good faith judgment of the Board of Directors of Parent; (iii) not less than the sole consideration greater of 75% of the sales price therefor and the amount of the mandatory prepayment required pursuant to subsection 1.5(C) is received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(csubsection 1.5(C); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended calendar quarter for which information is available and is in compliance with all other terms and conditions of contained in this Agreement; and (vi) no Default or Event of Default then exists or would shall result from such Asset Disposition.

Appears in 1 contract

Samples: Credit Agreement (Opinion Research Corp)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete obsolete, worn out or damaged equipment not used or useful in the business and business; (b) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $1,000,00020,000,000; (ii) the consideration received is at least equal to the fair market value of such assetsassets (as determined by the board of directors of the applicable Credit Party in good faith); (iii) at least 50% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as as, if and to the extent required by Section 1.5(c1.6(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 6 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreementavailable; and (vi) no Default or Event of Default then exists has occurred and is continuing or would result from such Asset DispositionDisposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, and (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation.

Appears in 1 contract

Samples: Credit Agreement (Exopack Holding Corp)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will not cause or permit their any of its Restricted Subsidiaries to directly or indirectly to convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Restricted Subsidiaries, whether now owned or hereafter acquired, except for (a) bona fide sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and business; (b) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) (A) in the case of Asset Dispositions involving assets deemed by Borrower to be no longer useful in the business, the market value of such assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 (or the equivalent thereof in another currency) and the aggregate market value of such assets sold or otherwise disposed of by Borrower and its Restricted Subsidiaries in any fiscal year of Borrower does not exceed $2,500,000 (or the equivalent thereof in another currency) and (B) in the case of Asset Dispositions involving other assets, the market value of such assets sold or otherwise disposed of in any Fiscal Year single transaction or series of related transactions does not exceed $1,000,0001,000,000 (or the equivalent thereof in another currency) and the aggregate market value of such assets sold or otherwise disposed of by Borrower and its Restricted Subsidiaries in any fiscal year of Borrower does not exceed $5,000,000 (or the equivalent thereof in another currency); (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least eighty percent (80%) of the sole consideration received is cash other than (exclusive of non-cash consideration received in the form of promissory notes received from in an aggregate amount not in excess of $3,000,000 during the buyer term of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notesthis Agreement); (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (viv) no Default or Event of Default then exists or would result from such Asset Disposition; (c) loans and leases of equipment in the ordinary course of business of Borrower, provided that the aggregate value of all such equipment that is loaned during any fiscal year of Borrower shall not exceed one and one-fifth percent (1.

Appears in 1 contract

Samples: Credit Agreement (Portola Packaging Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose ofconsummate any Asset Disposition, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for except: (a) sales the sale, lease, rental, transfer or other disposition of inventory Rental Fleet and Equipment or Rolling Stock in good faith to customers for fair value in the ordinary course of business and dispositions business; (b) the sale, lease, transfer or other disposition of obsolete (i) obsolete, worn-out or surplus equipment or leased or owned real property not used or useful in the business or (ii) Investments in cash or Cash Equivalents; (c) the disposition by Parent Borrower and its Subsidiaries of Rolling Stock pursuant to sale and leaseback transactions for good faith fair value; (bd) losses or destruction of, or damage to, or condemnation of any property of Holdings or its Subsidiaries so long as the Net Proceeds thereof are applied in accordance with Section 1.5(c); (e) Asset Dispositions by Borrowers Parent Borrower and their its Subsidiaries to Parent Borrower or another Credit Party; (excluding sales f) Asset Dispositions by any Subsidiary of Accounts and Stock Holdings that is not a Credit Party to any other Subsidiary of any Holdings that is not a Credit Party or to a Credit Party; and (g) Asset Dispositions to the extent that (i) such property is exchanged for credit against the purchase price of Holdings' Subsidiariessimilar replacement property or (ii) if all of the following conditions precedent are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000; (iiw) the consideration received is at least equal to the fair market value of such assets; , (iiix) with respect to any Asset Disposition pursuant to this clause (g) for a purchase price in excess of $2,500,000, at least 75% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time or Cash Equivalents, (such amount being determined without giving effect to any write-offs or write-downs of such notes); (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (viy) no Default or Event of Default then exists or would result from such Asset DispositionDisposition and (z) the Net Proceeds thereof are applied in accordance with Section 1.5(c). Notwithstanding anything herein to the contrary, sale and leaseback transactions of Rental Fleet and Equipment shall not be permitted.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Neff Corp)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will not cause or permit their any of its Restricted Subsidiaries to directly or indirectly to convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Restricted Subsidiaries, whether now owned or hereafter acquired, except for (a) bona fide sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and business; (b) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) (A) in the case of Asset Dispositions involving assets deemed by Borrower to be no longer useful in the business, the market value of such assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 (or the equivalent thereof in another currency) and the aggregate market value of such assets sold or otherwise disposed of by Borrower and its Restricted Subsidiaries in any fiscal year of Borrower does not exceed $2,500,000 (or the equivalent thereof in another currency) and (B) in the case of Asset Dispositions involving other assets, the market value of such assets sold or otherwise disposed of in any Fiscal Year single transaction or series of related transactions does not exceed $1,000,0001,000,000 (or the equivalent thereof in another currency) and the aggregate market value of such assets sold or otherwise disposed of by Borrower and its Restricted Subsidiaries in any fiscal year of Borrower does not exceed $5,000,000 (or the equivalent thereof in another currency); (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least eighty percent (80%) of the sole consideration received is cash other than (exclusive of non-cash consideration received in the form of promissory notes received from in an aggregate amount not in excess of $3,000,000 during the buyer term of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notesthis Agreement); (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (viv) no Default or Event of Default then exists or would result from such Asset Disposition.; (c) loans and leases of equipment in the ordinary course of business of Borrower, provided that the aggregate value of all such equipment that is loaned during any fiscal year of Borrower shall not exceed one and one-fifth percent (1.2%) of Borrower’s total annual sales revenues for the immediately preceding fiscal year;

Appears in 1 contract

Samples: Credit Agreement (Portola Packaging Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) conveyances, sales, leases, subleases, transfers or dispositions of any property, business or assets during any Fiscal Year which in the aggregate do not have a fair market or book value in excess of the Dollar Equivalent of US$2,000,000; (b) sales of inventory, dispositions of obsolete or slow moving inventory and dispositions of obsolete or worn out machinery and equipment, in good faith each case made in the ordinary course of business; (c) transfers of assets resulting from any casualty or condemnation of such assets; (d) an agreement to customers effect the disposition of all or a portion of the assets of a Borrower or such Subsidiary, the closing of which is conditioned upon the payment in full in cash of all of the Obligations (other than contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted) and the termination of the Revolving Loan Commitments; (e) the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only if no Event of Default exists and only in connection with the compromise or collection thereof; (f) the sale or other disposition, in each case for not less than the fair value market value, of any Investments permitted to be made by SECTION 3.3(a); (g) the leasing or subleasing of real estate in the ordinary course of business to third parties, including without limitation, entering into renewals or extensions of existing leases, entering into replacement leases, entering into subleases and dispositions of obsolete equipment not used or useful in the business and other similar transactions; (bh) an Asset Disposition otherwise permitted by SECTION 3.6; (i) other Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Ultimate Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 the Dollar Equivalent of US$2,500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000the Dollar Equivalent of US$6,000,000; (ii) the consideration received is at least equal to not less than the fair market value of such assets; (iii) at least 75% of the sole consideration is received is cash in (x) cash, (y) Cash Equivalents or (z) the assumption by the purchaser or other Person (other than notes received from a Credit Party) of the buyer assets subject to the Asset Disposition of any Indebtedness of a Credit Party owing with respect to such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)assets; (iv) the Net Annex A Page 55 Proceeds of such Asset Disposition are applied as required by Section SECTION 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section SECTION 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreementavailable; and (vi) no Default or Event of Default then exists or would result from immediately after giving effect to such Asset Disposition; and (j) the issuance or sale of Stock of a Non Wholly-owned Subsidiary of a Borrower in connection with the formation or acquisition of such Subsidiary but only to the extent permitted hereunder. Notwithstanding the foregoing, no Stock of Holdings, US SportRack Holdings, European Ultimate Holdings (except in connection with the European Mergers) or any Borrower may be sold, transferred or otherwise disposed without the prior consent of Lenders or Requisite Lenders, as applicable, except to consummate the European Mergers and except with respect to nominee shares and directors' qualifying shares required by law.

Appears in 1 contract

Samples: Credit Agreement (Aas Capital Corp)

Disposal of Assets or Subsidiary Stock. The Credit Parties Great Lakes shall not and shall not cause or permit their its Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and business; (b) Asset Dispositions by Borrowers Great Lakes and their its Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) assets other than Aircraft if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000250,000; (ii) the consideration received is at least equal to the fair market value of such assetsassets (as determined by the Board of Directors of Great Lakes in good faith); (iii) 100% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c1.5(d); and (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (vi) no Default or Event of Default then exists has occurred and is continuing or would result from such Asset Disposition; and (c) Asset Dispositions by Great Lakes and its Subsidiaries of Aircraft if all of the following conditions are met: (i) the consideration received is at least equal to the Aircraft Fair Market Value of such Aircraft; (ii) 100% of the consideration received is cash; (iii) the Net Proceeds are applied as required by Section 1.5(d); (iv) no Event of Default has occurred and is continuing or would result from such Asset Disposition; and (v) no more than two (2) Asset Dispositions of Aircraft shall occur within any Fiscal Year or more than five (5) Asset Dispositions of Aircraft shall occur over the term of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Great Lakes Aviation LTD)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete obsolete, worn out or damaged equipment not used or useful in the business business; (b) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada and/or TPG Canada from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; and (be) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $1,000,00020,000,000; (ii) the consideration received is at least equal to the fair market value of such assetsassets (as determined by the board of directors of the applicable Credit Party in good faith); (iii) at least 50% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as as, if and to the extent required by Section 1.5(c1.6(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 6 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreementavailable; and (vi) no Default or Event of Default then exists has occurred and is continuing or would result from such Asset DispositionDisposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses.

Appears in 1 contract

Samples: Credit Agreement (Exopack Holding Corp)

Disposal of Assets or Subsidiary Stock. The Credit Parties Holdings and Borrower shall not and shall not cause or permit their Subsidiaries any Credit Party to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete or worn out equipment not used or useful in the business and business; (b) Asset Dispositions by Borrowers Borrower and their Subsidiaries of Borrower that are Credit Parties (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 7,500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,00010,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least 85% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers Holdings and its Subsidiaries are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreementavailable; and (vi) no Default or Event of Default then exists or would result from such Asset Disposition; (c) Investments made to the extent permitted by Section 3.3; (d) leases (as lessee), licenses (as licensee), subleases (as sublessee) and sublicenses (as sublicensee) in the ordinary course of business; (e) liquidations of Cash Equivalents in the ordinary course of business and consistent with past practices; and (f) sales or discounts, in each case without recourse and in the ordinary course of business, of Accounts arising in the ordinary course of business (i) which are overdue, or (ii) which Borrower may reasonably determine are difficult to collect, but in each case only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables).

Appears in 1 contract

Samples: Credit Agreement (TNS Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, leaselease (as lessor), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and business; (b) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Ultimate Holdco's Subsidiaries) if all of the following conditions are met: met (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and 250,000 end the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000; 500,000, (ii) the consideration received is at least equal to the fair market value of such assets; , (iii) the sole consideration received is cash other cash, or as otherwise approved by Administrative Agent with not less than notes received from the buyer 80% of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes); consideration in cash, (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c1.5(e); , (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; , and (vi) no Default or Event of Default then exists or would result from such Asset Disposition; (c) sales of property (other than as permitted in clause (a) above) to any other Credit Party not exceeding $250,000 in the aggregate in any Fiscal Year; (d) Asset Dispositions set forth on Schedule 3.7; provided that the sole consideration received is cash, or as otherwise approved by Administrative Agent with not less than 80% of consideration in cash; (e) sales of assets not otherwise permitted in clauses (a) through (d) above and (f) through (h) below, in an aggregate amount not exceeding $1,000,000 with the prior written consent of Administrative Agent; provided that the sole consideration received is cash, or as otherwise approved by Administrative Agent with not less than 80% of consideration in cash; (f) transfers of the Stock of certain Credit Parties to TWHC and Holdco permitted under Section 3.6(d); (g) the sale of defaulted consumer accounts receivable that have been repurchased by a US Borrower, a European Borrower or one of its direct Subsidiaries from consumer finance companies pursuant to such Credit Party's contractual repurchase obligations; (h) the sale of the German Property and (i) dispositions associated with the dissolution by TWHC of Tempur World Holding Sweden AB. No European Credit Party shall license or otherwise transfer any of its Intellectual Property rights for use in North America nor sell or otherwise transfer any of its Licensed Products for use in North America (or distribution rights in respect thereof) to any Person, without the written consent of Administrative Agent, other than (x) Holdco and the US Borrower, and (y) pursuant to the Canadian Distribution Agreement with respect to Canada.

Appears in 1 contract

Samples: Credit Agreement (Twi Holdings Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Each Loan -------------------------------------- Party will not and shall will not cause or permit any of their respective Subsidiaries to directly or indirectly to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for for: (a) bona fide sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and business; (b) the sale or disposition of the Indianola Property and the Corydon Property; and (c) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 250,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000500,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) the sole consideration received is either cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)and/or a promissory note; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(csubsection 1.5(C); (v) after giving ----------------- effect to the Asset Disposition and the repayment of Indebtedness Obligations with the proceeds such Net Proceeds thereof, Borrowers the Loan Parties and their respective Subsidiaries are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for --------- the most recently ended quarter Fiscal Quarter for which information is available and is in compliance with all other terms and conditions of contained in this AgreementAgreement and the other Loan Documents; and (vi) no Default or Event of Default then exists or would shall result from such Asset Disposition.; provided, however, that such promissory note shall -------- ------- be in form and substance reasonably satisfactory to Agent and the Requisite Lenders, the sole originally executed counterparty or counterparties, as the case may be, of which shall be endorsed, pledged and delivered to Agent, for the benefit of Lenders, as security for the Obligations. Any Net Proceeds (including, without limitation, payments received by a Loan Party under a promissory note referred to in clause (iii) of this clause (c)) shall be applied as required by subsection 1.5(C); and ----------------- (d) the conveyance, sale, transfer or disposition of its property, business or assets (including the capital stock of any of its Subsidiaries): (i) from any Borrower to any other Borrower;

Appears in 1 contract

Samples: Credit Agreement (Lund International Holdings Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, license, assign, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and (b) Asset Dispositions by Borrowers Borrower and their its Subsidiaries (excluding sales of Accounts and sales of Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions (except in the case of the sale of EVI Audio (Aust) Pty Limited) does not exceed $500,000 1,000,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year (except in the case of the sale of EVI Audio (Aust) Pty Limited) does not exceed $1,000,0005,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) 75% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter Fiscal Quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (vi) no Default or Event of Default then exists or would result from such Asset Disposition.

Appears in 1 contract

Samples: Credit Agreement (Telex Communications International LTD)

Disposal of Assets or Subsidiary Stock. The Credit Parties Each of Holdings and Borrower shall not and shall not cause suffer or permit any of their respective Subsidiaries to directly or indirectly to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for (a) bona fide sales by Borrower or any of its Subsidiaries of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business business, (b) the Nascar Sale/Leaseback and (bc) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of Borrower or any of Holdings' Subsidiaries) its Subsidiaries if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions such Asset Disposition does not exceed $500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000constitute a Business Unit Disposition; (ii) such Asset Disposition does not constitute the conveyance, sale, lease, sublease, transfer or other disposition of, or grant of an option to acquire, (x) less than 100% of the shares of each class of capital of any Subsidiary of Borrower or (y) any shares of any class of capital stock of Borrower; (iii) the consideration received is at least equal to the fair market value of such assetsassets as determined (x) in the case of an Asset Disposition to an Affiliate of Holdings (other than Asset Dispositions to such Affiliates in the ordinary course of business aggregating, in any fiscal year, not more than $100,000 (higher of total consideration for such Asset Dispositions or book value of the assets subject to such Asset Dispositions)), by a third-party appraisal satisfactory to Agent or (y) in the case of Asset Dispositions other than to any such Affiliate (other than such Asset Dispositions not in excess of $750,000 in total consideration in any fiscal year), as determined by Holdings with the approval of the Requisite Lenders, such approval not to be withheld unreasonably; (iiiiv) at least 85% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (ivv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(csubsection 1.5(C); (vvi) after giving effect to the sale or other disposition of the assets included within the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers Holdings and its Subsidiaries are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter month for which information is available and is in compliance with all other terms and conditions of contained in this Agreement; and (vivii) no Default or Event of Default then exists or would shall result from such Asset Dispositionsale or other disposition.

Appears in 1 contract

Samples: Credit Agreement (Universal Technical Institute Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will -------------------------------------- not cause or permit their any of its Restricted Subsidiaries to directly or indirectly to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, September 28, 2001 Page 3 any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for (ai) bona fide sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business business; (ii) fair market value sales of Cash Equivalents; (iii) dispositions among Borrower, LA Unwired and Unwired Telecom or by Texas Unwired to Borrower, LA Unwired or Unwired Telecom; (iv) dispositions by LA Unwired of Licenses not covering the Service Areas; and (bv) all other Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (ia) the aggregate market value of assets (including such assets but excluding any assets sold pursuant to clauses (i) through (v) above inclusive) sold or otherwise disposed of in any single transaction or series of related transactions the immediately preceding 12-month period does not exceed $500,000 and 1,000,000 in the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000for Borrower and its Restricted Subsidiaries; (iib) the consideration received is at least equal to the fair market value of such assets; (iiic) the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (vd) after giving effect to the Asset Disposition and the repayment sale or other disposition of Indebtedness such assets, Borrower, on a consolidated basis with the proceeds thereofRestricted Subsidiaries as set forth in Section 4, Borrowers are but excluding the Unrestricted Subsidiary, is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter month for which information is available and Borrower is in compliance with all other terms and conditions of contained in this Agreement; and (vie) no Default or Event of Default then exists or would shall result from such Asset Dispositionsale or other disposition." , and that Subsection 1.7(G) of the Credit Agreement shall, as of the effective date of this letter agreement, be amended to read in its entirety as follows:

Appears in 1 contract

Samples: Credit Agreement (Us Unwired Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties Each Loan Party shall not not, and shall not cause or permit their its Subsidiaries to to, directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) dispositions of obsolete equipment not necessary to the business; (b) any condemnation or taking of such assets by eminent domain proceedings; (c) sales or dispositions of Cash Equivalents for not less than fair market value thereof and in return for cash or Cash Equivalents; (d) sales of inventory in good faith to customers for fair value individual Asset Pools in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and (b) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: consistent with past practices; provided that (i) to the market value of assets sold extent Undrawn Availability is less than $10,000,000 after giving pro forma effect to such sale (or otherwise disposed of in any single transaction or series group of related transactions does not exceed transactions) and such sale (or group of related transactions) is expected to generate proceeds in excess of $500,000 and 2,500,000, Borrowing Agent shall have delivered to Agent a revised Borrowing Base Certificate reflecting the aggregate market value deletion of assets sold or otherwise disposed of such Assets from the Borrowing Base if any such Assets were included in any Fiscal Year does not exceed $1,000,000; the Borrowing Base immediately prior such sale, (ii) the cash proceeds thereof shall be deposited in a Controlled Account pursuant to the terms of subsection 5.12, (iii) the consideration received is at least equal to the fair market value of such assets, and (iv) at least 85% of the consideration received shall be in cash, except for Assets sold in consideration of notes receivable to the extent permitted by subsection 7.4(l); (iiie) transactions permitted by subsection 7.7 and 7.18; (f) transfers which consist of Liens and security interests to the extent permitted under subsection 7.3(B); (g) transfers permitted by subsection 7.4; (h) the sole sale of Collect Air’s Cessna Citation airplane, provided that the consideration received is cash other than notes received from at least equal to the buyer outstanding amount of any Indebtedness secured by such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes); (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreementairplane; and (vii) no Default or Event of Default then exists or would result from such Asset Dispositionsales in connection with Permitted Dispositions.

Appears in 1 contract

Samples: Loan Agreement (ReFinance America, LTD)

Disposal of Assets or Subsidiary Stock. The Credit Loan Parties shall will not, and will not and shall not cause or permit their respective Subsidiaries to to, directly or indirectly indirectly, convey, sellsell (including, leasepursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(N) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquireacquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of related transactions, any of its their respective property, business or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquiredacquired (any such transaction, an “Asset Disposition”), except for (aA) bona fide sales or leases of inventory in good faith to customers for fair value in the ordinary course of business and business, dispositions of surplus, worn out or obsolete equipment not used by an Loan Party or useful any Subsidiary of any Loan Party, any conveyance, lease, sublease, transfer or other disposition of assets among two or more of the Loan Parties, and any conveyance, transfer or other disposition of any capital stock or equity interests of any Person among two or more of the Loan Parties; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the business ordinary course of business; (D) to the extent required by law; (E) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment; (F) asset swaps of domestic wireless assets in an aggregate market value amount not to exceed $50,000,000 and asset swaps of foreign wireless assets in an aggregate market value amount not to exceed $15,000,000 if, in each case, (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (bii) no Default or Event of Default then exists or shall result from such asset swap; (G) the issuance of the Choice Non-Voting Equity, the issuance of up to 10.5% of the common stock of AWCC to the officers or employees of AWCC or its Subsidiaries pursuant to the AWCC Equity Incentive Plan, the issuance of common stock of the Borrower pursuant to the Atlantic Tele-Network, Inc. 2008 Equity Incentive Plan, and the issuance of up to 5% of the common equity interest of any Loan Party (other than Borrower) or its Subsidiaries to the management of such Loan Party or Subsidiary (to the extent such Loan Party’s or Subsidiary’s governing documents permit a Loan Party or its Subsidiary to approve the sale of the assets or merger of such Loan Party or Subsidiary without the consent of such management shareholders, in each case, for so long as this Agreement is in effect and until payment in full of all Obligations (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted) and a certificate of an authorized officer of such Loan Party or Subsidiary certifying to the same is delivered to Administrative Agent and the Lenders in form and substance satisfactory to Administrative Agent); (H) the issuance or other disposition by any Excluded Subsidiary of its own capital stock or other equity interests; (I) the disposition by a Loan Party or any Subsidiary of the capital stock or other equity interests in any Excluded Subsidiary; (J) the Tower Disposition; and (K) all other Asset Dispositions by Borrowers and their Subsidiaries (but excluding sales of Accounts and Stock any Asset Disposition of any equity interest in any Loan Party or any Subsidiary of Holdings' Subsidiariesa Loan Party other than an Excluded Subsidiary) if all of the following conditions are met: (i) the aggregate market value of such assets sold or otherwise disposed of in any single transaction or series fiscal year of related transactions Borrower does not exceed $500,000 and 15,000,000 in the aggregate market value of assets sold or otherwise disposed of in any for the Loan Parties and their respective Subsidiaries (provided, however, that for either Fiscal Year does 2012 or 2013 (but not exceed both), Borrower shall have the option of increasing this aggregate amount from $1,000,00015,000,000 to $20,000,000 upon prior notice to Administrative Agent); (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash other than notes received from or equipment of comparable value to that disposed of and that is to be used in the buyer business of any the Loan Party or such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)Subsidiary; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition Disposition, Borrower, on a combined and the repayment of Indebtedness consolidated basis with the proceeds thereofits Subsidiaries as set forth in Section 4, Borrowers are is in compliance on a pro Pro forma basis Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available and is in compliance with all other terms and conditions of this Agreementavailable; and (viv) no Event of Default exists and no Default or Event of Default then exists or would shall result from such the Asset Disposition.

Appears in 1 contract

Samples: Credit Agreement (Atlantic Tele Network Inc /De)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and business, (b) closures of individual retail stores, if, in the judgment of the relevant Credit Party's board of directors such closure is appropriate and any inventory held therein having a value in excess of $100,000 is transferred to other stores for sale in the ordinary course of business or returned to such Credit Party's warehouse and (c) Asset Dispositions of assets constituting Equipment and Fixtures by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter month for which information is available and is in compliance with all other terms and conditions of this Agreement; and (viv) no Default or Event of Default then exists or would result from such Asset Disposition.

Appears in 1 contract

Samples: Credit Agreement (Golfsmith International Holdings Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will not cause or permit their any of its Restricted Subsidiaries to directly or indirectly to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for (ai) bona fide sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and business; (bii) fair market value sales of Cash Equivalents; (iii) dispositions among Borrower, LA Unwired, Unwired Telecom, Texas Unwired and, if the GA PCS Acquisition is consummated, GA PCS; (iv) dispositions by LA Unwired of Licenses not covering the Service Areas; or (v) all other Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (ia) the aggregate market value of assets (including such assets but excluding any assets sold pursuant to clauses (i) through (iv) above inclusive) sold or otherwise disposed of in any single transaction or series of related transactions the immediately preceding 12-month period does not exceed $500,000 and 3,000,000 Credit Agreement/US Unwired Inc. in the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000for Borrower and its Restricted Subsidiaries; (iib) the consideration received is at least equal to the fair market value of such assets; (iiic) the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (vd) after giving effect to the Asset Disposition and the repayment sale or other disposition of Indebtedness such assets, Borrower, on a consolidated basis with the proceeds thereofRestricted Subsidiaries as set forth in Section 4, Borrowers are but excluding all Unrestricted Subsidiaries, is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter month for which information is available and Borrower is in compliance with all other terms and conditions of contained in this Agreement; and (vie) no Default or Event of Default then exists or would shall result from such Asset Dispositionsale or other disposition.

Appears in 1 contract

Samples: Credit Agreement (Us Unwired Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will not cause or permit their any of its Restricted Subsidiaries to directly or indirectly to convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Restricted Subsidiaries, whether now owned or hereafter acquired, except for (a) bona fide sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and business; (b) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) (A) in the case of Asset Dispositions involving assets deemed by Borrower to be no longer useful in the business, the market value of such assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 (or the equivalent thereof in another currency) and the aggregate market value of such assets sold or otherwise disposed of by Borrower and its Restricted Subsidiaries in any fiscal year of Borrower does not exceed $2,500,000 (or the equivalent thereof in another currency) and (B) in the case of Asset Dispositions involving other assets, the market value of such assets sold or otherwise disposed of in any Fiscal Year single transaction or series of related transactions does not exceed $1,000,0001,000,000 (or the equivalent thereof in another currency) and the aggregate market value of such assets sold or otherwise disposed of by Borrower and its Restricted Subsidiaries in any fiscal year of Borrower does not exceed $5,000,000 (or the equivalent thereof in another currency); (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least eighty percent (80%) of the sole consideration received is cash other than (exclusive of non-cash consideration received in the form of promissory notes received from in an aggregate amount not in excess of $3,000,000 during the buyer term of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notesthis Agreement); (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (viv) no Default or Event of Default then exists or would result from such Asset Disposition.; (c) loans and leases of equipment in the ordinary course of business of Borrower, provided that the aggregate value of all such equipment that is loaned during any fiscal year of Borrower shall not exceed one and one-fifth percent (1.2%) of Borrower’s total annual sales revenues for the immediately preceding fiscal year; and

Appears in 1 contract

Samples: Senior Post Petition Credit Agreement (Portola Packaging Inc)

AutoNDA by SimpleDocs

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will not cause or permit their any of its Restricted Subsidiaries to directly or indirectly to convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Restricted Subsidiaries, whether now owned or hereafter acquired, except for (a) bona fide sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and business; (b) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 (or the equivalent thereof in another currency) and the aggregate market value of assets sold or otherwise disposed of by Borrower and its Restricted Subsidiaries in any Fiscal Year fiscal year of Borrower does not exceed $1,000,0002,000,000 (or the equivalent thereof in another currency); (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least eighty percent (80%) of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (viv) no Default or Event of Default then exists or would result from such Asset Disposition; (c) loans and leases of equipment in the ordinary course of business of Borrower, provided that the aggregate value of all such equipment that is loaned during any fiscal year of Borrower shall not exceed one and one-fifth percent (1.2%) of Borrower’s total annual sales revenues for the immediately preceding fiscal year; and (d) Asset Dispositions the net proceeds of which are used to purchase replacement assets within ninety (90) days of such Asset Disposition. Notwithstanding the foregoing, Borrower may sell all or any portion of the Xxxxxxxxx Property so long as such sale complies with the requirements of this subsection 3.7(b)(ii), (iii), (iv) and (v). Immediately upon such sale, the Borrowing Base shall be reduced by (x) in the case of a sale of the 000-000 Xxxxxxxxx Xxxxx property, $871,629 minus the amount of the Real Property Reserve (computed pursuant to Schedule 4 to the Borrowing Base Certificate) attributable to such property at the time of such sale and (y) in the case of a sale of the 000 Xxxxxxxxx Xxxxx property, $1,297,660 minus the amount of the Real Property Reserve (computed pursuant to Schedule 4 to the Borrowing Base Certificate) attributable to such property at the time of such sale. In the event that Borrower or any Restricted Subsidiary makes an Asset Disposition that, but for the operation of this sentence, would result in Borrower’s being obligated to make an Asset Sale Offer (as defined in the Senior Note Indenture), then within 180 days after such Asset Disposition, the net proceeds of such Asset Disposition shall be applied in repayment of the Revolving Loans, and upon such repayment, the Revolving Loan Commitment shall be permanently reduced to the extent necessary to prevent Borrower from being required to make an Asset Sale Offer.

Appears in 1 contract

Samples: Credit Agreement (Portola Packaging Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and (b) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 600,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,0001,100,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 600,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes); (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (vi) no Default or Event of Default then exists or would result from such Asset Disposition. In all respects, the foregoing is subject to the provisions of the Intercreditor Agreement.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Atlantis Plastics Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties Holdings and Borrower shall not and shall not cause or permit their Subsidiaries any Credit Party to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete or worn out equipment not used or useful in the business and business; (b) Asset Dispositions by Borrowers Borrower and their Subsidiaries of Borrower that are Credit Parties (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 7,500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,00010,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least 85% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers Holdings and its Subsidiaries are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreementavailable; and (vi) no Default or Event of Default then exists or would result from such Asset Disposition; (c) Investments made to the extent permitted by Section 3.3; (d) leases (as lessee), licenses (as licensee), subleases (as sublessee) and sublicenses (as sublicensee) in the ordinary course of business and licenses of Intellectual Property by any Credit Party to any Foreign Subsidiary provided such license does not materially interfere with the conduct of the business of such Credit Party or any other Credit Party; (e) liquidations of Cash Equivalents in the ordinary course of business and consistent with past practices; (f) sales or discounts, in each case without recourse and in the ordinary course of business, of Accounts arising in the ordinary course of business (i) which are overdue, or (ii) which Borrower may reasonably determine are difficult to collect, but in each case only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables) and (g) the Asset Disposition described in clause (ii) of the definition of Permitted Foreign Subsidiary Restructuring.

Appears in 1 contract

Samples: Credit Agreement (TNS Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not, and will not and shall not cause or permit their Subsidiaries to any of the Loan Parties, directly or indirectly indirectly, to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or any other Equity Interests in any of the Loan Parties, whether now owned or hereafter acquired, except for for: (a) bona fide sales of inventory in good faith to customers for fair value in the ordinary course Ordinary Course of business and dispositions of obsolete equipment not used or useful in the business and Business; (b) transfers of assets by, between or among Borrower and the Affiliate Guarantors in the Ordinary Course of Business; and (c) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if Dispositions, if, but only if, all of the following conditions are met: (i) the market aggregate value of total assets sold or otherwise disposed of in any single transaction or series fiscal year of related transactions Borrower and its Subsidiaries, based on the sales price received therefor, does not exceed Five Hundred Thousand Dollars ($500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000500,000); (ii) the consideration received sale or other disposition is at least equal made to the fair market value a Person which is other than an Affiliate of such assetsBorrower; (iii) the sole consideration received is cash other than notes received from or property in which Agent, for its benefit and the buyer ratable benefit of any such assets not exceeding $500,000 outstanding at any time Lenders, has a first priority security interest (such amount being determined without giving effect subject to any write-offs or write-downs of such notesPermitted Encumbrances); (iv) the Net Proceeds of such Asset Disposition are applied as required by in repayment of any Loans then outstanding until fully paid in the manner prescribed in Section 1.5(c)1.3; (v) after giving effect to the sale or other disposition of the assets included within the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 4 4.2 recomputed on a pro forma basis using financial data for the most recently ended quarter month for which information is available and is in compliance with all other terms and conditions of contained in this Agreement; and (vi) no Default or Event of Default then exists or would shall result from such Asset Dispositionsale or other disposition.

Appears in 1 contract

Samples: Credit Agreement (O2wireless Solutions Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, license, sublicense, option, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment obsolete, worn out or permanently retired assets not used or useful in the business and of the Credit Parties (in each case in the reasonable opinion of such Credit Party); (b) Omitted; (c) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value Dollar Equivalent of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,00015,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least 75% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as used to prepay Revolving Loans to the extent required by Section 1.5(c1.6(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information Aggregate Borrowing Availability is available and is in compliance with all other terms and conditions of this Agreementat least $40,000,000; and (vi) no Default or Event of Default then exists or would result from such Asset Disposition; (d) Borrowers and any of their Subsidiaries may effect Permitted Sale-Leaseback Transactions in accordance with the definition thereof, provided that (x) the aggregate amount of all proceeds received by Borrowers and their Subsidiaries from all Permitted Sale-Leaseback Transactions consummated on and after the Closing Date shall not exceed the Dollar Equivalent of $25,000,000 and (y) the Net Proceeds from all such Permitted Sale Leaseback Transactions are applied to repay Loans to the extent required by Section 1.6(c); (e) Omitted; (f) any conveyance, sale, lease, sublease, license, sublicense, option, transfer or other disposition of assets not consisting of Asset Dispositions; (g) any conveyance, sale, lease, sublease, license, sublicense, option, transfer or other disposition of assets the proceeds of which are used for Capital Expenditures within 360 days of such Asset Disposition; and (h) any conveyance, sale, transfer or other disposition of the Investments described in Section 3.3(e).

Appears in 1 contract

Samples: Credit Agreement (RPP Capital Corp)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose ofconsummate any Asset Disposition, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for except: (a) sales the sale, lease, rental, transfer or other disposition of inventory Parts Inventory and Rental Fleet and Equipment in good faith to customers for fair value in the ordinary course of business and dispositions business; (b) the sale, lease, transfer or other disposition of obsolete (i) obsolete, worn-out or surplus equipment or leased or owned real property not used or useful in the business or (ii) Investments in cash or Cash Equivalents; (c) the disposition by Parent Borrower and its Subsidiaries of Rental Fleet and Equipment pursuant to sale and leaseback transactions; provided that the fair market value of all such Rental Fleet and Equipment so disposed shall not exceed $15,000,000 in the aggregate; (bd) losses or destruction of, or damage to, or condemnation of any property of Holdings or its Subsidiaries so long as the Net Proceeds thereof are applied in accordance with Section 1.5(c); (e) Asset Dispositions by Borrowers Parent Borrower and their its Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Parent Borrower’s Subsidiaries) if all to Parent Borrower or another Credit Party; (f) Asset Dispositions by any Subsidiary of Holdings that is not a Credit Party to any other Subsidiary of Holdings that is not a Credit Party or to a Credit Party; and (g) Asset Dispositions to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the following conditions precedent are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000; (iiw) the consideration received is at least equal to the fair market value of such assets; , (iiix) with respect to any Asset Disposition pursuant to this clause (g) for a purchase price in excess of $2,500,000, at least 75% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time or Cash Equivalents, (such amount being determined without giving effect to any write-offs or write-downs of such notes); (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (viy) no Default or Event of Default then exists or would result from such Asset DispositionDisposition and (z) the Net Proceeds thereof are applied in accordance with Section 1.5(c).

Appears in 1 contract

Samples: Credit Agreement (Neff Rental Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Each Loan Party will not and shall will not cause or permit their its Subsidiaries to directly or indirectly to: convey, sell, leaselease (as lessor), subleasesublease (as sublessor), transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any Subsidiary whether now owned or hereafter acquired, except for (ai) bona fide sales or leases of inventory in good faith (including inventory consisting of equipment) to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business, (ii) fair market value sales of Cash Equivalents, (iii) the transfer, sale, lease, assignment or other disposition of assets to a Loan Party or any wholly-owned Subsidiary of a Loan Party, (iv) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof, (v) sales of the Investments listed on Schedule 3.3, (vi) real estate leases in place on the Restructuring Date (or renewals or replacements thereof), (vii) leases or other arrangements granting Persons rights to use or access property of a Loan Party as and to the extent necessary to comply with the requirements of Applicable Laws, and (bviii) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales all other dispositions of Accounts and Stock of any of Holdings' Subsidiaries) assets if all of the following conditions are met: (ia) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year one transaction or series of related transaction for any calendar year does not exceed $1,000,0002,000,000 for Loan Parties and their Subsidiaries; (iib) the consideration received is at least equal to the fair market value of such assets; (iiic) the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (vd) after giving effect to the Asset Disposition and the repayment sale or other disposition of Indebtedness such assets, Borrower, on a consolidated basis with the proceeds thereofits Subsidiaries, Borrowers are is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter month for which information is available and is in compliance with all other terms and conditions of this Agreementavailable; and (vie) no Default or Event of Default then exists or would shall result from such Asset Dispositionsale or other disposition.

Appears in 1 contract

Samples: Credit Agreement (D&e Communications Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties Holdings and Borrower shall not and shall not cause or permit their Subsidiaries any Credit Party to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory and equipment in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete or worn out equipment not used or useful in the business and business; (b) Asset Dispositions by Borrowers Borrower and their Subsidiaries of Borrower that are Credit Parties (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 7,500,000 and the aggregate market value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,00010,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least 85% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers Holdings and its Subsidiaries are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreementavailable; and (vi) no Default or Event of Default then exists or would result from such Asset Disposition; (c) Investments made to the extent permitted by Section 3.3; (d) leases, licenses, subleases and sublicenses in the ordinary course of business and provided such lease, license, sublease or sublicense does not materially interfere with the conduct of the business of such Credit Party or any other Credit Party; (e) liquidations of Cash Equivalents in the ordinary course of business and consistent with past practices; and (f) sales or discounts, in each case without recourse and in the ordinary course of business, of Accounts arising in the ordinary course of business (i) which are overdue, or (ii) which Borrower may reasonably determine are difficult to collect, but in each case only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables).

Appears in 1 contract

Samples: Credit Agreement (TNS Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will not cause or permit their any of its Subsidiaries to (other than the Excluded Subsidiaries) directly or indirectly to convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and business, (b) sales of an asset in order to immediately enter into a leaseback of such asset under a capital lease which is permitted pursuant to the provisions of subsection 3.2, (c) transfers of assets described in clauses (x), (y) and (z) of the definition of the term "Restricted Junior Payment" and (d) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year fiscal year of Borrower does not exceed $1,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect or an Investment permitted pursuant to any write-offs or write-downs of such notes)subsection 3.3 hereof; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(csubsection 1.5(C); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (vi) no Default or Event of Default then exists or would result from such Asset Disposition.

Appears in 1 contract

Samples: Credit Agreement (Sunsource Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) dispositions of cash and Cash Equivalents in the ordinary course of business and as otherwise permitted hereunder, (b) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete obsolete, worn or surplus equipment not used or useful in the business business, (c) transfers between and among Borrower and its Subsidiaries in the ordinary course of business, (d) transfers between Foreign Subsidiaries, and (be) Asset Dispositions by Borrowers Borrower and their its Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 3,000,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,0006,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least 70% of the sole total consideration received is in the form of cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)Cash Equivalents; (iv) the Net Proceeds of such Asset Disposition are applied as a repayment and reduction of any outstanding Revolving Loans to the extent required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter month for which information is available and is in compliance with all other terms and conditions of this Agreement; and (vi) no Default or Event of Default then exists or would result from such Asset Disposition. To the extent the Requisite Lenders waive pursuant to Section 9.2 the provisions of this Section 3.7 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 3.7, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing and shall, at the request and the sole expense of Borrower take any such actions reasonably appropriate to effect the foregoing including, without limitation, filing UCC financing statements or amendments, and executing release instruments to terminate any Liens on such assets.

Appears in 1 contract

Samples: Credit Agreement (Cherokee International Corp)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for for: (a) sales of inventory in good faith to customers for fair value in the ordinary course of business business; (b) transfers of cash and Cash Equivalents otherwise permitted by the terms of this Agreement; (c) dispositions of obsolete equipment or surplus assets not used or useful in the business business, the consideration for which shall not exceed $500,000 in any Fiscal Year; (i) the transfer of assets to the Borrower, (ii) the transfer of assets by any Guarantor, to any other Guarantor, and (biii) the transfer of assets by any Subsidiary that is not a Guarantor, to any Subsidiary, each in accordance with any applicable provision of Section 3.6; (A) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' SubsidiariesAccounts) if all of the following conditions are met: (i) the fair market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) 75% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes)cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); and (v) after giving effect to no Event of Default then exists or would result from such disposition and (B) the Asset Disposition consisting of the sale of the Borrower's facility located in Janesville, Wisconsin as part of a sale and leaseback so long as (i) the repayment Net Proceeds of Indebtedness with the proceeds thereof, Borrowers such Asset Disposition are in compliance on a pro forma basis with the covenants set forth in applied as required by Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; 1.5(c) and (viii) no Default or Event of Default then exists or would result from such Asset Disposition; (f) while no Event of Default has occurred and is continuing, the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (g) transfers of assets pursuant to Investments permitted by Section 3.5 or that are Permitted Investments; (h) qualifying exchanges for solely like kind, owned Real Estate with a value at least equal to the fair market value of Real Estate exchanged therefor, pursuant to Section 1031 of the IRC, evidenced by an opinion of counsel, together with an appraisal report in form and substance and from an appraiser reasonably satisfactory to Agent, unless Agent in its discretion elects to exclude such Real Estate from the Borrowing Base of Eligible Real Estate; provided that to the extent the property to be exchanged is subject to a Mortgage, the newly-acquired Real Estate shall also be subject to a Mortgage and the Borrower shall comply with Section 2.8(a); and (i) sales of Capital Stock to Credit Parties that are Domestic Subsidiaries of Holdings; and (j) non-exclusive licenses of Intellectual Property granted in the ordinary course of business.

Appears in 1 contract

Samples: Credit Agreement (RathGibson Inc)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose ofconsummate any Asset Disposition, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for except: (a) sales the sale, lease, rental, transfer or other disposition of inventory Parts Inventory and Rental Fleet and Equipment in good faith to customers for fair value in the ordinary course of business business; provided, that if the Net Proceeds of any such Asset Disposition consisting of a sale or other similar disposition of Rental Fleet and dispositions Equipment realized by the Credit Parties exceeds (or would exceed after giving effect thereto) $10,000,000 in the aggregate for all such Asset Dispositions since the date of obsolete the information reflected in the most recent Borrowing Base Certificate delivered to Agent, Borrower shall deliver an updated Borrowing Base Certificate to Agent dated as of the date of such Asset Disposition which demonstrates (with supporting calculations) that the Borrowing Base is greater than the Revolving Loans then outstanding (including, without duplication, the then outstanding balance of Swing Line Loans and Letter of Credit Obligations (other than Letter of Credit Obligations that are secured by (i) cash collateral in an amount equal to 105% of such Letter of Credit Obligations or (ii) a standby letter of credit (in form and substance and from an issuer satisfactory to Agent) in a face amount equal to 105% of such Letter of Credit Obligations)); (b) the sale, lease, transfer or other disposition of obsolete, worn-out or surplus equipment or leased or owned real property not used or useful in the business business; (c) the disposition by Borrower and its Subsidiaries of Rental Fleet and Equipment pursuant to sale and leaseback transactions; provided, that the fair market value of all such Rental Fleet and Equipment so disposed shall not exceed $15,000,000 in the aggregate; and provided, further, that if the Net Proceeds of any such Asset Dispositions realized by the Credit Parties exceeds (bor would exceed after giving effect thereto) $7,500,000 in the aggregate for all such Asset Dispositions since the date of the information reflected in the most recent Borrowing Base Certificate, Borrower shall deliver an updated Borrowing Base Certificate to Agent dated as of the date of such Asset Disposition which demonstrates (with supporting calculations) that the Borrowing Base is greater than the Revolving Loans then outstanding (including, without duplication, the then outstanding balance of Swing Line Loans and Letter of Credit Obligations (other than Letter of Credit Obligations that are secured by (i) cash collateral in an amount equal to 105% of such Letter of Credit Obligations or (ii) a standby letter of credit (in form and substance and from an issuer satisfactory to Agent) in a face amount equal to 105% of such Letter of Credit Obligations)); and (d) losses or destruction of, or damage to, or condemnation of any property of Holdings or its Subsidiaries so long as the Net Proceeds thereof are applied in accordance with Section 1.5(e). (e) other Asset Dispositions by Borrowers Borrower and their its Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: : (i) the fair market value of assets sold sold, transferred or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and 5,000,000 in the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000; for all such Asset Dispositions; (ii) the consideration received is at least equal to the fair market value of such assets; ; (iii) at least 75% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time (such amount being determined without giving effect to any write-offs or write-downs of such notes); Cash Equivalents; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c1.5(d); and (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (vi) no Default or Event of Default then exists or would result from such Asset Disposition.

Appears in 1 contract

Samples: Credit Agreement (Neff Finance Corp.)

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose ofconsummate any Asset Disposition, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for except: (a) sales the sale, lease, rental, transfer or other disposition of inventory Parts Inventory and Rental Fleet and Equipment in good faith to customers for fair value in the ordinary course of business and dispositions business; (b) the sale, lease, transfer or other disposition of obsolete (i) obsolete, worn-out or surplus equipment or leased or owned real property not used or useful in the business or (ii) Investments in cash or Cash Equivalents; (c) the disposition by Parent Borrower and its Subsidiaries of Rental Fleet and Equipment pursuant to sale and leaseback transactions; provided that the fair market value of all such Rental Fleet and Equipment so disposed shall not exceed $20,000,000 in the aggregate; (bd) losses or destruction of, or damage to, or condemnation of any property of Holdings or its Subsidiaries so long as the Net Proceeds thereof are applied in accordance with Section 1.5(c); (e) Asset Dispositions by Borrowers Parent Borrower and their its Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Parent Borrower’s Subsidiaries) if all to Parent Borrower or another Credit Party; (f) Asset Dispositions by any Subsidiary of Holdings that is not a Credit Party to any other Subsidiary of Holdings that is not a Credit Party or to a Credit Party; and (g) Asset Dispositions to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the following conditions precedent are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000; (iiw) the consideration received is at least equal to the fair market value of such assets; , (iiix) with respect to any Asset Disposition pursuant to this clause (g) for a purchase price in excess of $2,500,000, at least 75% of the sole consideration received is cash other than notes received from the buyer of any such assets not exceeding $500,000 outstanding at any time or Cash Equivalents, (such amount being determined without giving effect to any write-offs or write-downs of such notes); (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (viy) no Default or Event of Default then exists or would result from such Asset DispositionDisposition and (z) the Net Proceeds thereof are applied in accordance with Section 1.5(c).

Appears in 1 contract

Samples: Credit Agreement (Neff Rental Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!