Disposition of Assets or Subsidiaries. 7 (v) of the Credit Agreement shall be amended and restated as follows:
Disposition of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party), except:
(i) transactions involving the sale of inventory in the ordinary course of business;
(ii) any sale, transfer, rental or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party's or such Subsidiary's business, including, without limitation, (a) the Real Property located at 3230 Xxxx Xxxx Xxxx, Xxxx, Xxxxxxxxxxxx, (x) ASSETS RELATING TO CLOSINGS OF RETAIL STORE SITES OF THE LOAN PARTIES, PROVIDED HOWEVER, THAT THE MARKET VALUE OF THE ASSETS DISPOSED OF PURSUANT TO THIS SUBSECTION (ii), WHEN AGGREGATED WITH PERMITTED DISPOSITIONS DESCRIBED IN SUBSECTION (iv) BELOW, SHALL NOT EXCEED $5,000,000 IN ANY FISCAL YEAR OF THE BORROWER;
(iii) any sale, transfer or lease of assets by any wholly owned Subsidiary of such Loan Party to another Loan Party;
(iv) any sale, transfer or lease of assets in the ordinary course of business which does not cause the aggregate market value or the aggregate book value of all such sales, transfers and leases, WHEN AGGREGATED WITH THE PERMITTED DISPOSITIONS IN SUBSECTION (ii) ABOVE, to exceed $5,000,000 in any fiscal year of the Borrower and which are replaced by
Disposition of Assets or Subsidiaries. (Section 8.2.7(iv)). [To be completed for each Compliance Certificate delivered concurrently with the annual financial statements delivered pursuant to section 8.
Disposition of Assets or Subsidiaries. (Section 8.2.
Disposition of Assets or Subsidiaries. 7 of the Credit Agreement shall be amended to (1) delete the amount of “$5,000,000” in subsection (iv) and replace such amount with “$2,500,000”, (2) replace the “.” at the end of subsection (v) and insert the following: “; and (vi) subject to the Commitment reduction provisions of Section 2.12 of this Agreement, any other sale, conveyance, assignment, lease, abandonment or other transfer or disposal of assets or Subsidiaries.”
Disposition of Assets or Subsidiaries. The Company covenants that it will not, and will not permit any other Transaction Party to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of Capital Stock of a Subsidiary of such Transaction Party), except:
(i) transactions involving the sale of inventory in the ordinary course of business;
(ii) any disposal of damaged, obsolete, worn out or surplus assets or any sale, transfer or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of such Transaction Party’s business;
(iii) any sale, transfer or lease of assets by any Transaction Party to another Transaction Party;
(iv) any sale, transfer or lease of assets in the ordinary course of business;
(v) any disposition of real property to a governmental authority;
(vi) the abandonment, cancellation or other disposition of intellectual property that is not material or is no longer used or useful in any material respect in the operation of the Transaction Parties;
(vii) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but 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);
(viii) any sale, transfer or other disposition of equipment to a Foreign Subsidiary which equipment is not being used or necessary in the operations of a Transaction Party in the good faith reasonable judgment of such Transaction Party;
(ix) the disposition of Capital Stock, partnership interests or limited liability company interests of a Subsidiary of such Transaction Party in a transaction permitted under paragraph 6G; and
(x) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (ix) above so long as (a) such disposition is for not less than fair market value, (b) the aggregate book value of such assets sold, leased, transferred or otherwise disposed of in any fiscal year (other than those specifically excepted pursuant to clauses (i) through (ix) above) does not exceed 10% of the total consolidated assets of the Company and it...
Disposition of Assets or Subsidiaries. The Company shall comply with ------------------------------------- the covenants of the Credit Agreement relating to dispositions of assets or subsidiaries. Excluding the payment of cash as consideration for assets purchased by, or services rendered to, Company or any Subsidiary, subject to paragraph (c) above, neither Company nor any of its Subsidiaries shall sell, convey, assign, lease, or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including but not limited to sale, assignment, discount or other disposition or Receivables, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares or beneficial interests or partnership interests in Subsidiaries) (each, a "Disposition"), if such Disposition involves assets in excess of $50,000,000 other than (i) the Staffing Divestiture, or (ii) the granting of Permitted Liens pursuant to the Credit Agreement; provided, however, the exercise of rights with respect to the such Permitted Liens (including, without limitation, foreclosure) against the assets of the Company shall constitute an Event of Default under this Section 5.2(d).
Disposition of Assets or Subsidiaries. Each of the Loan Parties shall not sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including but not limited to sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles, with or without recourse, or of capital stock, shares of beneficial interest or partnership interests of a Subsidiary), except:
(i) transactions involving the sale of land and building inventory in the ordinary course of business;
(ii) any sale, transfer, lease, abandonment or other disposition of assets in the ordinary course of business which are no longer necessary or required in the conduct of the Loan Party's business;
(iii) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired; and
(iv) the asset sales by Zarixx Xxxes Kentucky and Zarixx Xxxes described in (a) the Asset Purchase Agreement and (b) that certain Termination Agreement dated as of September 29, 2000 by and among Zarixx Xxxes, Philxxx X. Xxxxx xxx Martxx X. Xxxxx (xxe "TERMINATION AGREEMENT" and, together with the Asset Purchase Agreement, collectively the "PURCHASE AGREEMENTS").
Disposition of Assets or Subsidiaries. The Company shall comply with ------------------------------------- the covenants of the Credit Agreement relating to dispositions of assets or subsidiaries. Excluding the payment of cash as consideration for assets purchased by, or services rendered to, Company or any Subsidiary, subject to paragraph (c) above, neither Company nor any of its Subsidiaries shall sell, convey, assign, lease, or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including but not limited to sale, assignment, discount or other disposition or Receivables, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares or beneficial interests or partnership interests in Subsidiaries) (each, a "Disposition"), if such Disposition involves assets in excess of $50,000,000.
Disposition of Assets or Subsidiaries. [Disposition of Assets or Subsidiaries] of the Credit Agreement is hereby amended as follows: the word “and” shall be added to the end of subsection (x); subsection (xi) shall be deleted; and subsection (xii) shall be renumbered “(xi)”.
