Common use of Disposition of Assets; Etc Clause in Contracts

Disposition of Assets; Etc. Sell, lease, transfer or otherwise dispose of its properties, assets, rights, licenses and franchises to any Person (including without limitation dispositions in exchange for similar assets and properties and commonly referred to as "asset swaps"), except for: (a) dispositions made in the ordinary course of business, including the disposition, without replacement, of equipment which is obsolete or no longer needed by the Companies in the conduct of their businesses and the replacement of equipment with other equipment of at least equal utility and value', provided that the Agent's or the Lenders' lien upon such newly acquired equipment shall have the same priority as the Agent's or the Lenders' lien upon the replaced equipment subject to any prior liens permitted by Section 7.02(e) and (g); (b) the disposition by the Companies of additional assets (all of which dispositions may be made free from the liens of the Security Documents); provided, however, that (i) the selling Company or Companies shall have received payment in cash or cash equivalents of at least eighty-five percent (85%) of both gross and net proceeds from such disposition of assets (other than like-kind exchanges under Section 1031 of the Internal Revenue Code), (ii) I 00% of the Adjusted Net Cash Proceeds received by such Companies shall be used in accordance with Section 1.06(c); (iii) no Specified Default shall exist on the date of any such disposition, and immediately after giving effect thereto; (iv) the Borrower shall have provided to the Agent updated Projections through the Expiration Date showing compliance, after giving effect to such disposition, with all of the Borrower's obligations under this Agreement through such date; and (v) such disposition shall have been approved, pursuant to all required corporate or other action, by the Companies and their equityholders and the Agent shall have received satisfactory evidence to such effect.

Disposition of Assets; Etc. Sell, lease, transfer license, transfer, assign or otherwise dispose of all or any portion of its propertiesbusiness, assets, rights, licenses and franchises to any Person (including without limitation dispositions revenues or property, real, personal or mixed, tangible or intangible, whether in exchange for similar assets and properties and commonly referred to as "asset swaps")one or a series of transactions, except for: (a) dispositions made other than inventory sold in the ordinary course of business upon customary credit terms and sales of scrap or obsolete material or equipment which are not material in the aggregate, and shall not permit or suffer any Subsidiary to do any of the foregoing; provided, however, that this Section 5.2(g) shall not prohibit any such sale, lease, license, transfer, assignment or other disposition if (i) the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, including assets, rights, revenues and property disposed of after the dispositionEffective Date of this Agreement (other than in reliance on clauses (ii) through (vi) below) shall be less than 10% of the Total Assets at such time and if, without replacementimmediately before and after such transaction, no Unmatured Event or Event of Default shall exist or shall have occurred and be continuing, (ii) sales of equipment as to which is obsolete or no longer needed by the Companies in the conduct of their businesses and the replacement of equipment with other proceeds are used within 180 days to purchase equipment of at least equal utility equivalent value to those sold and value'if, immediately after such transaction, no Unmatured Event or Event of Default shall exist or shall have occurred and be continuing, (iii) sales as to which proceeds are used to make optional prepayments on Advances, provided that such prepayments on the Agent's Advances shall also permanently reduce the Commitments by the amount of such payments, (iv) transfers of assets, including without limitation Capital Stock, between Guarantors or between the Lenders' lien upon such newly acquired equipment shall have the same priority as the Agent's Company and Guarantors, or the Lenders' lien upon the replaced equipment subject to any prior liens (v) investments which consist of transfers of assets instead of cash and which are permitted by Section 7.02(e5.2(j) and or (g); (bvi) the disposition by the Companies such transfer of additional assets (all of which dispositions may be made free from the liens of the Security Documentsas pursuant to a loan or advance permitted pursuant to Section 5.2(j); provided, however, that in the case of any of the foregoing permitted sales, leases, licenses, transfers, assignments or other dispositions (ieach an "Asset Sale") described in clauses (i)-(iv) the selling Company shall not, and shall not permit any of its Subsidiaries to, consummate an Asset Sale unless (A) the Company (or Companies shall have received payment in cash or cash equivalents the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least eighty-five percent equal to the fair market value (85%evidenced by a resolution of the Board of Directors set forth in an officer's certificate delivered to the Agent) of both gross the assets and net proceeds from such disposition of assets (other than like-kind exchanges under Section 1031 of the Internal Revenue Code), (iiB) I 00at least 80% of the Adjusted Net Cash Proceeds consideration therefor received by the Company or such Companies shall be used Subsidiary is in accordance with Section 1.06(c)the form of cash; provided that the amount of (iiix) no Specified Default shall exist any liabilities (as shown on the date Company's or such Subsidiary's most recent balance sheet) of the Company or any Subsidiary that are assumed by the transferee of any such dispositionassets such that the Company or such Subsidiary have no further liability and (y) any securities, and immediately after giving effect thereto; notes or other obligations received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (iv) the Borrower shall have provided to the Agent updated Projections through the Expiration Date showing compliance, after giving effect to such disposition, with all extent of the Borrower's obligations under cash received), shall be deemed to be cash for purposes of this Agreement through such date; provision and (v) such disposition shall have been approvedthe definition of Net Cash Proceeds, pursuant to all required corporate or other action, by the Companies and their equityholders and the Agent promptly shall have received satisfactory evidence to such effectobtain a first priority security interest in any non cash consideration for any Asset Sale.

Disposition of Assets; Etc. Sell, lease, transfer or otherwise dispose of its properties, assets, rights, licenses and franchises to any Person (including without limitation dispositions in exchange for similar assets and properties and commonly referred to as "asset swaps") (all of the foregoing being referred to herein as a "Disposition"), except for: (a) dispositions Dispositions made in the ordinary course of business, business (including the dispositionDisposition, without replacement, of equipment which is obsolete or no longer needed by the Companies in the conduct of their businesses and the replacement of equipment with other equipment of at least equal utility and value', value (provided that the Agent's or the Lenders' lien upon such newly acquired equipment shall have the same priority as the Agent's or the Lenders' lien upon the replaced equipment subject to any prior liens permitted by Section 7.02(eSections 7.01(f) and (g7.02(g);); and (b) the disposition by Disposition of the Companies Operating Companies' existing cable television systems in Connecticut, Massachusetts and New Hampshire prior to March 31, 1998 and the Disposition of additional other assets (having a fair market value of not more than $5,000,000 in the aggregate for all such other assets ( all of which dispositions may be made free from the liens of the Security Documents); provided, however, that (i) the selling Company or Operating Companies shall have received payment in cash or cash equivalents of at least eighty-five percent (85%) of both gross and net proceeds from any such disposition of assets (other than like-kind exchanges under Section 1031 of the Internal Revenue Code), ) and (ii) I 00% of the Adjusted Net Cash Proceeds received by such Companies shall be used in accordance with Section 1.06(c); (iii) no Specified Default shall exist on the date of any such disposition, and immediately after giving effect thereto; (iv) the Borrower shall have provided to complied with the Agent updated Projections through provisions of Section 1.06(e). The Companies may dispose of additional properties made outside the Expiration Date showing compliance, after giving effect to such disposition, ordinary course of business with all the prior written consent of the Borrower's obligations under this Agreement through such date; Required Lenders, in their sole and absolute discretion, which consent, if given, shall in any event be contingent upon satisfaction of the threshold conditions set forth in clauses (i) and (vii) such disposition shall have been approved, pursuant to all required corporate or other action, by the Companies and their equityholders and the Agent shall have received satisfactory evidence to such effectabove.