Disposition of Assets; Etc. Sell, lease, license, transfer, assign or otherwise dispose of all or a substantial portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms and sales of scrap or obsolete material or equipment, provided, however, that this Section 5.2(h) 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, assets, rights, revenues and property disposed of after the date of this Agreement shall be less than 10% percent of such aggregate book value of the consolidated total assets of the Company and its Subsidiaries, and if, immediately before and after such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing, (ii) such sale, lease, license, transfer, assignment or other disposition is from a Subsidiary to another Subsidiary or from any Subsidiary to the Company, (iii) such sale, lease, license, transfer, assignment or other disposition is for fair market value on arm's length basis and the proceeds thereof are used to pay the Term Loan or the Revolving Credit Loans, provided that any such payments on the Revolving Credit Loans shall also reduce the amount of the Commitment by a like amount, or (iv) the proceeds thereof are used within 30 days of such sale to purchase property of comparable value.
Appears in 1 contract
Samples: Loan Agreement (Ajk Enterprises Inc)
Disposition of Assets; Etc. Sell, lease, license, transfer, assign or otherwise dispose of all or a substantial any material portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms and sales of scrap or obsolete material or equipment, provided, however, that this Section 5.2(h5.2(f) 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, assets, rights, revenues and property disposed of after the date of this Agreement shall be less than 10% percent of such aggregate book value of the consolidated Consolidated total assets of the Company and its SubsidiariesSubsidiaries as of the most recently ended fiscal year, and if, if immediately before and after such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing. Notwithstanding the foregoing, (i) any Subsidiary may sell, lease, transfer or otherwise dispose of its assets to the Company or any Guarantor, (ii) such salethe Company or any Subsidiary may sell, lease, license, transfer, assignment transfer or other disposition otherwise dispose of its fixed assets in excess of the limitation set forth above so long as such sale is from a Subsidiary to another Subsidiary not all or from any Subsidiary to the Company, (iii) such sale, lease, license, transfer, assignment or other disposition is for fair market value on arm's length basis substantially all of its fixed assets and the proceeds thereof of such sale are used to pay the Term Loan or the Revolving Credit Loans, provided that any such payments on the Revolving Credit Loans shall also reduce the amount purchase other property of the Commitment by a like amount, or (iv) the proceeds thereof are used similar nature of at least equivalent value within 30 180 days of such sale or (iii) the Company or any Subsidiary may sell, lease, transfer or otherwise dispose of its assets in excess of the limitation set forth above so long as the proceeds of such sale are used to purchase property of comparable valueprepay Advances and permanently reduce the Commitments by such amount.
Appears in 1 contract
Disposition of Assets; Etc. Sell, lease, license, transfer, assign or otherwise dispose of all or a substantial portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms and sales of scrap or obsolete material or equipment, provided, however, that this Section 5.2(h5.2(i) 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, assets, rights, revenues and property disposed of after the date of this Agreement shall be less than 10% percent of such aggregate book value of the consolidated Consolidated total assets of the Company and its SubsidiariesSubsidiaries as of the most recently ended fiscal year, and if, if immediately before and after such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing. Notwithstanding the foregoing, (i) any Subsidiary may sell, lease, transfer or otherwise dispose of its assets to the Company or any other Subsidiary, and (ii) such salethe Company or any Subsidiary may sell, lease, license, transfer, assignment transfer or other disposition is from a Subsidiary to another Subsidiary or from any Subsidiary to otherwise dispose of its assets in excess of the Company, (iii) such sale, lease, license, transfer, assignment or other disposition is for fair market value on arm's length basis and limitation set forth above so long as the proceeds thereof are used to pay the Term Loan or the Revolving Credit Loans, provided that any such payments on the Revolving Credit Loans shall also reduce the amount of the Commitment by a like amount, or (iv) the proceeds thereof are used within 30 days of such sale are used (x) to purchase or committed to purchase other property of comparable valuea similar nature of at least equivalent value within twelve (12) months of such sale or (y) to prepay Loans.
Appears in 1 contract
Samples: Credit Agreement (Handleman Co /Mi/)
Disposition of Assets; Etc. Sell, lease, license, transfer, assign or otherwise dispose of all or a substantial any material portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms and sales of scrap or obsolete material or equipment, provided, however, that this Section 5.2(h5.2(f) 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, assets, rights, revenues and property disposed of after the date of this Agreement shall be less than 10% percent of such aggregate book value of the consolidated Consolidated total assets of the Company and its SubsidiariesSubsidiaries as of the most recently ended fiscal year, and if, if immediately before and after such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing. Notwithstanding the foregoing, (i) any Subsidiary may sell, lease, transfer or otherwise dispose of its assets to the Company or any Guarantor, and (ii) such salethe Company or any Subsidiary may sell, lease, license, transfer, assignment transfer or other disposition is from a Subsidiary to another Subsidiary or from any Subsidiary to otherwise dispose of its assets in excess of the Company, (iii) such sale, lease, license, transfer, assignment or other disposition is for fair market value on arm's length basis and limitation set forth above so long as the proceeds thereof of such sale are used (x) to pay the Term Loan or the Revolving Credit Loans, provided that any such payments on the Revolving Credit Loans shall also reduce the amount purchase other property of the Commitment by a like amount, or (iv) the proceeds thereof are used similar nature of at least equivalent value within 30 180 days of such sale or (y) to purchase property of comparable valueprepay Advances and permanently reduce the Commitments by such amount.
Appears in 1 contract
Disposition of Assets; Etc. Sell, lease, license, transfer, assign or otherwise dispose of all or a substantial portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms and sales of scrap or obsolete material or equipmentequipment and Unrestricted Margin Stock, provided, however, that this Section 5.2(h5.2(f) shall not prohibit prohibit:
(i) Any sale, conveyance or other transfer of an interest in accounts, notes receivable, leases and related assets on a limited recourse basis in connection with any Securitization Transaction; or
(ii) Any other 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, assets, rights, revenues and 45 property disposed of after the date of this Agreement shall be less than 10or equal to: (x) in any fiscal year of the Company, 15% percent of the aggregate book value of the Consolidated Total Assets as of the end of the immediately preceding fiscal year, and (y) cumulatively after the Effective Date, 25% of such aggregate book value of the consolidated total assets Consolidated Total Assets as of the Company and its Subsidiariesend of the most recent fiscal year ending prior to the Effective Date, and if, in the case of each of the foregoing clauses (i) and (ii), immediately before and after such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing, (ii) such sale, lease, license, transfer, assignment or other disposition is from a Subsidiary to another Subsidiary or from any Subsidiary to the Company, (iii) such sale, lease, license, transfer, assignment or other disposition is for fair market value on arm's length basis and the proceeds thereof are used to pay the Term Loan or the Revolving Credit Loans, provided that any such payments on the Revolving Credit Loans shall also reduce the amount of the Commitment by a like amount, or (iv) the proceeds thereof are used within 30 days of such sale to purchase property of comparable value.
Appears in 1 contract
Samples: Credit Agreement (Invacare Corp)