Common use of Disposition of Assets; Etc Clause in Contracts

Disposition of Assets; Etc. Such Borrower will not, and will not permit any Subsidiary to make any Asset Disposition, other than: (a) inventory sold in the ordinary course of business upon customary credit terms; (b) the transfer of assets permitted pursuant to Section 6.03; (c) the disposition of any Hedge Agreement; (d) the transfer by any Loan Party of its assets to any other Loan Party; (e) the transfer by any Non-Guarantor Subsidiary of its assets to any Loan Party; provided that in connection with any new transfer, such Loan Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer; (f) the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary; (g) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrowers or any of their Subsidiaries; (h) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 2.15(b) are complied with in connection therewith; and (i) Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Unmatured Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value, and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (i) shall not exceed $10,000,000 in any Fiscal Year.

Disposition of Assets; Etc. Such Borrower will not, and will not permit any Subsidiary to make any Asset Disposition, other than: (a) inventory sold in the ordinary course of business upon customary credit terms; (b) the transfer of assets permitted pursuant to Section 6.03; (c) the disposition of any Hedge Agreement; (d) the transfer by any Loan Party of its assets to any other Loan Party; (e) the transfer by any Non-Guarantor Subsidiary of its assets to any Loan Party; provided that in connection with any new transfer, such Loan Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer; (f) the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary; (g) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrowers or any of their Subsidiaries; (h) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 2.15(b) are complied with in connection therewith; (i) the sale of Receivables prior to their stated due dates in connection with Permitted Receivable Sale Transactions; and (ij) Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Unmatured Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value, and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (ij) shall not exceed $10,000,000 in any Fiscal Year.

Disposition of Assets; Etc. Such Borrower No Company will notmake a Disposition of any of its properties, and will not permit assets, rights, licenses or franchises to any Subsidiary to make any Asset DispositionPerson, other thanexcept the following: (a) Dispositions of inventory sold in the ordinary course of business upon customary credit terms(which dispositions may be made free from the Encumbrances of the Loan Documents); (b) the transfer Disposition in the ordinary course of assets permitted pursuant to Section 6.03business, without replacement, of equipment which is obsolete or no longer needed in the conduct of its business; (c) the disposition Disposition and replacement in the ordinary course of any Hedge Agreementbusiness of equipment or other tangible personal property with other equipment of at least equal utility and value (provided that, except for purchase money security interests and rights of lessors of equipment if permitted hereunder, the Lender's lien upon such newly acquired equipment shall have the same priority as the Lender's lien upon the replaced equipment); (d) the transfer by any Loan Party of its assets so long as no Default exists or could reasonably be expected to result therefrom, any other Loan Party;sale of tangible assets (other than the sale of all or substantially all of the assets of any Company and other than, in any four-quarter period, the sale of greater than 5% of the value of Consolidated Net Assets as of any date therein) for not less than the fair market value thereof (each such permitted sale being referred to as a "Permitted Sale"), provided that prior notice thereof is given to the Lender, if required, pursuant to Section 6.1(l) and the Sale Proceeds Payment with respect thereto is made, if and to the extent required, pursuant to Section 2.7 of this Agreement; and (e) so long as no Default exists or could reasonably be expected to result therefrom, except as otherwise provided in Section 7.4(d) above, Dispositions of any Company Stores (which Dispositions may be made free from the transfer by any Non-Guarantor Subsidiary of its assets to any Loan Party; provided that in connection with any new transfer, such Loan Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer; (f) the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary; (g) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business Encumbrances of the Borrowers or any of their Subsidiaries; (h) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 2.15(b) are complied with in connection therewith; and (i) Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Unmatured Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value, and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (i) shall not exceed $10,000,000 in any Fiscal YearLoan Documents).