Disposition of Assets and Sale-Leaseback Transactions Sample Clauses
The Disposition of Assets and Sale-Leaseback Transactions clause governs how a party may sell, transfer, or otherwise dispose of significant assets, as well as enter into arrangements where assets are sold and then leased back. Typically, this clause sets conditions or restrictions on such transactions, such as requiring prior consent, meeting certain financial thresholds, or ensuring that the proceeds are used in a specified manner. Its core function is to protect the interests of stakeholders by preventing actions that could undermine the financial stability or operational integrity of the party subject to the agreement.
Disposition of Assets and Sale-Leaseback Transactions. The Borrower will not, and will not permit any of its Subsidiaries to, dispose of or sell assets other than:
(a) the disposition of assets in the ordinary course of business;
(b) sale-leaseback transactions and other dispositions of assets that do not have a materially adverse effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries, provided that (i) the aggregate net book value of the assets to be sold plus the net book value of all other assets of the Borrower and its Subsidiaries sold under this clause (b) during the period of time from the Closing Date through the date of such sale does not, at the time of such sale, exceed 25% of the Consolidated Total Assets of the Borrower and its Subsidiaries, (ii) such assets are sold in an arm’s length transaction for fair market value (after giving effect to all tax benefits, if any, associated with such sale), and (iii) the Borrower shall, if an Event of Default exists or would result from such sale, prepay the Revolving Credit Loans by an amount equal to (A) 50% of the amount by which the aggregate net sale proceeds of all assets sold pursuant to this clause (b) exceeds $20,000,000 but is less than or equal to $50,000,000 plus (B) 100% of the amount by which the aggregate net sale proceeds of all assets sold pursuant to this clause (b) exceeds $50,000,000; and
(c) the sale of accounts receivable of the Borrower and/or its Subsidiaries pursuant to the transactions permitted under §7.1(q).
Disposition of Assets and Sale-Leaseback Transactions. The Borrower will not, and will not permit any of its Subsidiaries to, dispose of or sell assets other than:
(a) the disposition of assets in the ordinary course of business;
(b) sale-leaseback transactions and other dispositions of assets that do not have a materially adverse effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries, provided that (i) the aggregate net book value of the assets to be sold plus the net book value of all other assets of the Borrower and its Subsidiaries sold under this clause (b) during the period of time from the Effective Date through the date of such sale does not, at the time of such sale, exceed twenty-five percent (25%) of the Consolidated Total Assets of the Borrower and its Subsidiaries and (ii) such assets are sold in an arm’s length transaction for fair market value (after giving effect to all tax benefits, if any, associated with such sale); and
(c) the sale of accounts receivable of the Borrower and/or its Subsidiaries pursuant to the transactions permitted under §6.1(q) hereof.