Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), except: (a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; (b) the sale, assignment or other transfer of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment; (c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and (d) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarter.
Appears in 5 contracts
Samples: Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services, Inc.)
Disposition of Assets. The Borrower shall not, Company will not and shall will not permit any Subsidiary (other than of its Subsidiaries to make any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), Disposition except:
(a) dispositions Dispositions by the Company to a Wholly-Owned Subsidiary;
(b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary;
(c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary;
(d) the Disposition of inventory, obsolete or used, worn-worn out or surplus equipment, all property in the ordinary course of business;
(be) the sale, assignment licensing or sub-licensing of intellectual property or other transfer of accounts receivable, lease receivables or other rights to payment or any interest general intangibles in the foregoing pursuant to any Securitization Transactionordinary course of business;
(f) leases, together subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor the business of the Borrower or such Subsidiary supportingCompany and its Subsidiaries, securing or otherwise relating to such receivables or other rights to paymenttaken as a whole;
(cg) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of property by any Subsidiary the Company) to the Borrower or to a Wholly-Owned Subsidiary; provided extent that if the transferor Net Proceeds of such property is not Disposition (or an Excluded equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of:
(i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or
(ii) the transferee must either be permanent repayment or prepayment of unsubordinated Indebtedness of the Borrower Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that is not the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an Excluded Subsidiaryaggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and
(dh) other dispositions which are Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower Company and its Subsidiaries pursuant to this clause (h) in any one-the same fiscal year period (calculated as of the date of any Company in which such disposition) shall Disposition is made, does not exceed 20an amount equal to 10% of Consolidated Tangible Total Assets (as of measured on the last day of the then most recently ended fiscal quarteryear of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date).
Appears in 4 contracts
Samples: Note Purchase Agreement (Evercore Inc.), Note Purchase Agreement (Evercore Inc.), Note Purchase Agreement (Evercore Inc.)
Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, Not sell, assign, lease, conveyassign, transfer or otherwise dispose of any asset or interest therein, except that this Section 6.13 shall not apply to (whether in one or a series of transactionsi) any property (including accounts and notes receivable, with disposition of any asset or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all interest therein in the ordinary course of business;
, (ii) any disposition of obsolete or retired property not used or useful in its business, (iii) any disposition of any asset or interest therein (a) for cash or cash equivalents or (b) the salein exchange for utility plant, assignment equipment or other transfer utility assets, other than notes or other obligations, in each case equal to the fair-market value (as determined in good faith by the Board of Directors of the Borrower) of such asset or interest therein, and provided that such disposition does not constitute a disposition of all or substantially all of the assets of the Borrower, (iv) any disposition of an asset or any interest therein (exclusive of any disposition permitted by clause (v)) in exchange for notes or other obligations substantially equal to the fair-market value (as determined in good faith by the management of the Borrower or, if the consideration for such disposition exceeds $100,000,000, by the Board of Directors of the Borrower) of such asset or interest therein, provided that the aggregate amount of notes or other obligations received after the date hereof from any one obligor in one transaction or a series of transactions shall not exceed 15% of the net book value of the assets of the Borrower, (v) any disposition of accounts receivable, lease receivables notes receivable or other unbilled revenue, the rights related to payment or any interest in of the foregoing pursuant and property related to any Securitization Transaction, together of the foregoing in each case connection with Qualified Receivables Transactions and (vi) any collections disposition of an asset or proceeds thereof, interest therein (exclusive of any collection or deposit accounts related thereto, and disposition permitted under any collateral, guaranties or property or claims in favor of the foregoing clauses (i) through (v)) to an Affiliate of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables in exchange for notes or other rights to payment;
(c) Dispositions of property by any Subsidiary obligations substantially equal to the Borrower fair-market value (as determined in good faith by the Board of Directors of the Borrower) of such asset or to a Wholly-Owned Subsidiary; interest therein, provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value amount of all assets so disposed of notes or other obligations received by the Borrower and its Subsidiaries in any one-year period (calculated as from Affiliates of the Borrower in exchange for any asset or interest therein after the date of any such disposition) hereof shall not exceed 207.5% of Consolidated Tangible Assets as the net book value of the last day assets of the most recently ended fiscal quarterBorrower.
Appears in 4 contracts
Samples: Credit Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Energy Inc /Wa), Credit Agreement (Puget Sound Energy Inc)
Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the sale, assignment or other transfer of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that (i) if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor, and (ii) if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary;
(d) any Regulatory Divestiture required in connection with the Allied Acquisition; provided that (i) no Event of Default shall exist at the time of or result from such Regulatory Divestiture, (ii) such Regulatory Divestiture shall be made for fair market value, (iii) at least 80% of the consideration for such Regulatory Divestiture shall be in the form of cash or cash equivalents (excluding any portion of the consideration allocated to a portion of a Regulatory Divestiture permitted by clause (e) of this Section 7.03; it being agreed that the Borrower may rely on either this clause (d) or clause (e) below in making any Regulatory Divestiture or, in part, on both of such clauses), and (iv) promptly upon receipt thereof by the Person making such Regulatory Divestiture, the Borrower shall prepay Committed Loans and revolving loans under the Existing Credit Facility on a pro rata basis in an amount equal to the net cash proceeds from such Regulatory Divestiture; and
(de) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarter.
Appears in 2 contracts
Samples: Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services Inc)
Disposition of Assets. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Project Finance Subsidiary or any Republic Insurance EntityInternational Subsidiary) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property assets (including accounts and notes receivable, with or without recourse, and including any interest in any Subsidiary) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(ai) dispositions of inventoryinventory (including inventory comprised of electric energy, gas, oil, coal, aggregate and other materials and products generated, manufactured, produced, mined or purchased for sale, distribution or use in the ordinary course of business), or used, worn-out out, damaged or surplus equipment, all in the ordinary course of business;
(bii) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment;
(iii) dispositions of assets by the Company or any Subsidiary to the Company or any Subsidiary (other than a Project Finance Subsidiary) pursuant to reasonable business requirements;
(iv) exchanges of property on which recognition of gain or loss would be exempted from recognition pursuant to section 1031 of the Code; or
(v) the sale, assignment or other transfer of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if dispositions not prohibited by other provisions of this Agreement and not otherwise permitted by the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions foregoing which are made for fair market value; provided that value are permitted so long as (iw) at the time of any such disposition, no Default or Event of Default shall exist or shall result from such disposition, (x) the aggregate sales price from such disposition and shall be paid (ii1) in cash, (2) in marketable securities that are the subject of widely or regularly distributed standard price quotations, and/or (3) through the issuance of indebtedness by the buyer of such assets; provided that the aggregate outstanding principal amount of all such indebtedness shall not at any time exceed $20,000,000, (y) the aggregate value of all assets so disposed of sold by the Borrower Company and its Subsidiaries in any one-year period pursuant to clauses (calculated as of the date of any such dispositioni) through (iv), together, shall not exceed in any fiscal year 20% of Consolidated Tangible Assets total consolidated assets (as determined in accordance with GAAP) of the last day Company and its Subsidiaries, based upon the most recent financial statements delivered to the Administrative Agent under Section 6.01, and (z) the aggregate amount of all Securitization Obligations shall not at any time exceed $75,000,000; and provided, further, that in no event shall the Company sell, assign, lease, convey, transfer or otherwise dispose of any capital stock or other equity interests in any of the most recently ended fiscal quarterPrincipal Operating Subsidiaries, except pursuant to a merger or other transaction permitted in accordance with Section 7.03.
Appears in 2 contracts
Samples: Credit Agreement (Mdu Resources Group Inc), Credit Agreement (Mdu Resources Group Inc)
Disposition of Assets. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property Property (including the Stock of any Subsidiary of any Credit Party, whether in a public or private offering or otherwise, and accounts and notes receivable, with or without recourse) ), or enter into any sale-leaseback transaction, or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all inventory in the ordinary course Ordinary Course of businessBusiness;
(b) the sale, assignment or other transfer dispositions of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, Cash Equivalents for cash and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentat Fair Market Value;
(c) Dispositions of property by [intentionally omitted];
(i) any Subsidiary of the Borrower may transfer any of its Property to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a any Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition Guarantor and (ii) the aggregate value Borrower may transfer any of all assets its Property to any Subsidiary Guarantor so disposed of by long as the Borrower does not transfer all or any material portion of its Property pursuant to this clause (e)(ii);
(e) [intentionally omitted];
(f) [intentionally omitted];
(g) sales or discount, in each case without recourse and its Subsidiaries in any one-year period (calculated the Ordinary Course of Business, of Accounts arising in the Ordinary Course of Business, but only in connection with the collection or compromise thereof and not as of the date part of any such dispositionfinancing transaction;
(h) shall not exceed 20% [intentionally omitted];
(i) dispositions resulting from any casualty or other insured damage to, or any taking under power of Consolidated Tangible Assets as eminent domain or by condemnation or similar proceeding of, any Property of any Credit Party or any Subsidiary thereof provided the last day net proceeds thereof are applied (and/or reinvested) in accordance with subsection 1.8(c);
(j) [intentionally omitted];
(k) Liens permitted under Section 5.1 (to the extent constituting a transfer of the most recently ended fiscal quarterProperty).
Appears in 2 contracts
Samples: Debtor in Possession Credit Agreement (GSE Holding, Inc.), Dip Credit Agreement
Disposition of Assets. The Borrower Such Credit Party shall not, and nor shall not it permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose Dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, receivable with or without recourse) or enter into any agreement to do recourse and Capital Stock of any of the foregoing (including any sale-leasebackits Subsidiaries whether newly issued or otherwise), except:
(a) dispositions (i) Dispositions of inventoryinventory in the ordinary course of business and (ii) Dispositions of cash and Cash Equivalents in the ordinary course of business or in connection with any transaction not prohibited by this Agreement;
(b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment;
(c) any sale or other Disposition of cash or Eligible Investments; provided, however, that, in the case of Eligible Investments, such sale or other Disposition shall be made solely for and in connection with the Borrower’s or any Subsidiary’s, as applicable, investment portfolio and in accordance with its Investment Policy;
(d) Dispositions by the Borrower to any Subsidiary or by any Subsidiary to the Borrower or another Subsidiary;
(e) ceding of insurance or reinsurance, or useda Disposition pursuant to a reinsurance agreement or other Insurance Product, worn-out or surplus equipment, all in the ordinary course of business;
(bf) obsolete, surplus or worn out property disposed of by a Credit Party or any of its Subsidiaries in the ordinary course of business of such Person;
(g) transfers resulting from any casualty, eminent domain or condemnation of property or assets;
(h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business of the Credit Parties and their Subsidiaries and which do not materially interfere with the business of the Credit Parties and their Subsidiaries;
(i) Dispositions of shares of Capital Stock in order to qualify members of the board of directors or equivalent governing body of a Credit Party or Subsidiary or such other nominal shares required to be held other than by such Credit Party or Subsidiary, as required by applicable law;
(j) the sale, assignment discount, forgiveness or other transfer compromise of accounts receivable, lease receivables notes or other rights to payment or any interest accounts in the foregoing pursuant to any Securitization Transaction, together ordinary course of business or in each case connection with any collections collection thereof;
(k) issuances of Capital Stock (i) by a direct or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor indirect Wholly-Owned Subsidiary of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to one or more Wholly-Owned Subsidiaries of the Borrower (provided that, except in compliance with Section 6.12 or Section 7.04(i), any direct Wholly-Owned Subsidiary of a Credit Party shall only issue Capital Stock to such Credit Party) or (ii) by a non-Wholly-Owned Subsidiary of the Borrower to the respective equity holders of such non-Wholly-Owned Subsidiary; provided that if , on a pro rata basis;
(l) the transferor termination, unwinding or settlement of such any Swap Agreement;
(m) (i) Liens permitted under Section 7.02, (ii) Restricted Payments permitted under Section 7.08, (iii) Investments made in compliance with Section 7.03 and (iv) transactions permitted by Section 7.07;
(n) (i) the termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property is not an Excluded Subsidiaryand (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiaryordinary course of business; and
(do) other dispositions which are made for fair market valueDispositions not otherwise permitted hereunder; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (iiA) the aggregate fair value of all assets so disposed property Disposed of by in any Disposition made in reliance on this clause (o), together with the aggregate fair value of all other property Disposed of in reliance on this clause (o), shall not exceed 10% of the Consolidated Total Assets of the Borrower and its Subsidiaries in any one-year period (calculated as of September 30, 2020 or (B) after giving effect thereto, on a pro forma basis, the date Consolidated Total Assets of any such disposition) shall not exceed 20% of Consolidated Tangible Assets the Borrower and its Subsidiaries as of the last day of the most recently ended fiscal quarterFiscal Quarter for which financial statements have been delivered pursuant to Section 6.01 would not be less than 90% of the Consolidated Total Assets of the Borrower and its Subsidiaries as of September 30, 2020, (ii) each Disposition made in reliance on this clause (o) shall be for fair market value (determined in good faith by the Borrower) and at least 75% of the consideration therefor shall be in the form of cash or Cash Equivalents, (iii) no Default or Event of Default shall be continuing or shall result therefrom and (iv) after giving effect to such Disposition, the Borrower and its Subsidiaries shall be in pro forma compliance with Sections 7.10 and 7.11 as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 6.01. Except as otherwise permitted in Section 7.07, notwithstanding the foregoing no Credit Party or Subsidiary shall Dispose of (whether in one or a series of transactions) or otherwise cease to hold any Capital Stock of (i) any Subsidiary of the Borrower that directly or indirectly owns any Capital Stock of any Insurance Subsidiary or (ii) any Insurance Subsidiary, in each case, whether newly issued or otherwise, other than in accordance with clause (i), (k) or (o) above. Upon consummation of a sale, transfer or other Disposition permitted under this Section 7.04 of all of the Capital Stock of any Subsidiary that is a Guarantor to any Person other than the Borrower or a Subsidiary of the Borrower, the Guarantee of such Subsidiary shall be automatically released and the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as necessary to evidence the release of the Guarantee of such Subsidiary; provided that the Borrower shall have provided to the Administrative Agent such certificates evidencing compliance with the Loan Documents in respect of such sale, transfer or Disposition, and such release, as the Administrative Agent shall reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Employers Holdings, Inc.), Credit Agreement (Employers Holdings, Inc.)
Disposition of Assets. The Borrower Company and the Parent shall not, and the --------------------- Parent shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the salesale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions dispositions of property inventory, equipment, trademarks, accounts receivable, operating space leases, and other assets by the Parent or any Subsidiary to the Borrower Parent or any Subsidiary (provided such Subsidiary is also a Guarantor) pursuant to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; andreasonable business requirements;
(d) other dispositions of assets acquired in a permitted Acquisition which are made for fair market value; provided provided, that (i) the aggregate sales price -------- from such disposition shall be paid in cash or pursuant to a note receivable with a maturity date not exceeding one year, and (ii) the disposition shall occur within one year from the date of the permitted Acquisition (it being understood that the term of any leases or subleases of such assets, and any renewals of such leases or subleases, may be for a period longer than one year so long as such leases or subleases were originally entered into within one year from the date of the permitted Acquisition);
(e) dispositions (including in connection with a sale-leaseback) not otherwise permitted hereunder which are made for fair market value; provided, -------- that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash or pursuant to a note receivable with a maturity date not exceeding one year, and (iiiii) the aggregate value of all assets so disposed of sold by the Borrower Parent and its Subsidiaries in any one-year period (calculated as of the date of any such dispositionSubsidiaries, together, pursuant to this Section 8.02(e) shall not exceed 20% in any fiscal year $5,000,000; and
(f) assignments of Consolidated Tangible Assets as accounts receivable for collection purposes, but not for financing, provided that the aggregate amount of the last day of the most recently ended fiscal quarterall such accounts -------- receivable assigned at any one time does not exceed $1,000,000.
Appears in 2 contracts
Samples: Credit Agreement (West Marine Inc), Credit Agreement (West Marine Inc)
Disposition of Assets. The No Borrower or any Subsidiary of a Borrower shall notsell, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) toconvey, directly or indirectly, sellpledge, assign, leaselease (except for leases entered into in the ordinary course of business), convey, abandon or otherwise transfer or otherwise dispose of of, voluntarily or involuntarily (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing being referred to in this Section 6.08 as a transaction and any set of related transactions constituting but a single transaction) any of its properties or assets whether tangible or intangible (including including, but not limited to, shares of capital stock or other equity interest, as the case may be, of a Borrower or Subsidiary of a Borrower or the Collateral or any sale-leasebackportion thereof), except:
(a) dispositions any sale, transfer or disposition of inventorysurplus, obsolete or usedworn out equipment by any Borrower or a Subsidiary of any Borrower;
(b) any sale, worn-out transfer or surplus equipment, all lease of inventory by any Borrower or any Subsidiary of any Borrower in the ordinary course of business;
(bc) the any sale, assignment transfer or other transfer lease of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property assets by any Subsidiary of the Borrowers to the a Borrower or any other Subsidiary of the Borrowers or by any Borrower to a Wholly-Owned Subsidiaryany Subsidiary of any Borrower; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; andor
(d) any sale, transfer or lease of assets, other dispositions which are made for fair market valuethan those specifically excepted pursuant to clauses (a) through (c) above; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of sold by the Borrower Borrowers and its their Subsidiaries shall not exceed, in any one-year period fiscal year, ten percent (calculated 10%) of the reported Consolidated total assets of the Borrowers and their Subsidiaries as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as end of the last day immediately preceding fiscal year, (ii) such sale, transfer or lease of assets is preceded by delivery to the most recently ended fiscal quarterBank at least three (3) Business Days before such sale, transfer or lease, of a certificate which (1) states such sale, transfer or lease will not violate any covenant of this Agreement, and (2) establishes that, on a pro forma basis after taking into account such sale, transfer or lease, the Borrowers are in compliance with the financial covenants set forth in Section 5.17.
Appears in 2 contracts
Samples: Loan Agreement (Mastech Holdings, Inc.), Loan Agreement (Mastech Holdings, Inc.)
Disposition of Assets. The Borrower shall not, and shall not suffer or permit any Material Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, worn-out out, obsolete or surplus equipmentequipment or other assets not practically usable in the business of the Borrower, all in the ordinary course of business;
(b) the salesale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions dispositions of property assets in the ordinary course of business by the Borrower or any Subsidiary of its Subsidiaries to the Borrower or any other of its Subsidiaries pursuant to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; andreasonable business requirements;
(d) other dispositions which are made for fair market valuein connection with a sale/leaseback transaction involving real or personal property of the Borrower or its Subsidiaries; provided provided, that any such sale/leaseback transaction is otherwise permitted under this Agreement;
(e) dispositions not otherwise permitted hereunder; provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition disposition, and (ii) the aggregate net book value of all assets so disposed of sold by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) Subsidiaries, together, shall not exceed 20in any fiscal year an amount equal to 5% of Consolidated Tangible Total Assets as of the last day of the most recently ended Borrower for such fiscal quarteryear; and
(f) dispositions listed on Schedule 7.2.
Appears in 2 contracts
Samples: Credit Agreement (Storage Technology Corp), Credit Agreement (Storage Technology Corp)
Disposition of Assets. The Borrower shall will not, and shall will not permit or cause any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any property (including accounts and notes receivableportion of its assets, with business or without recourse) properties, or enter into any agreement arrangement with any Person providing for the lease by the Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by the Borrower or such Subsidiary to such Person, or agree to do any of the foregoing (including any sale-leaseback)foregoing, exceptexcept for:
(ai) dispositions sales of inventory, or used, worn-out or surplus equipment, all Investments by the Insurance Subsidiaries in the ordinary course of business;
(bii) the sale or exchange of used or obsolete equipment to the extent (A) the proceeds of such sale are applied towards, or such equipment is exchanged for, similar replacement equipment or (B) such equipment is no longer necessary for the operations of the Borrower or its applicable Subsidiary in the ordinary course of business;
(iii) the sale, assignment lease or other transfer disposition of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor assets by a Subsidiary of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-another Wholly Owned Subsidiary; provided that if , to the transferor extent permitted by applicable Requirements of such property is not an Excluded SubsidiaryLaw and each relevant Insurance Regulatory Authority, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (iA) at the time of any such dispositionimmediately after giving effect thereto, no Default or Event of Default would exist, (B) in no event shall exist the Borrower contribute, sell or shall result from such disposition otherwise transfer, or permit VFIC to issue or sell, any of the capital stock of VFIC to any other Subsidiary, and (iiC) such sale or disposition would not adversely affect the ability of any Insurance Subsidiary party thereto to pay dividends or otherwise make distributions to its parent;
(iv) the aggregate sale or other disposition of any Borrower Margin Stock to the extent the fair market value thereof exceeds 25% of the fair market value of all the assets so disposed of by the Borrower and its Subsidiaries (including Borrower Margin Stock), provided that fair value is received in exchange therefor; and
(v) the sale or disposition of assets outside the ordinary course of business, provided that (A) the net proceeds from any one-year period such sale or disposition do not exceed an amount equal to the least of the following: (calculated 1) 10% of the total assets of the Borrower and its Subsidiaries on a consolidated basis, (2) 10% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis, and (3) 10% of the total net earnings of the Borrower and its Subsidiaries on a consolidated basis, in each case as determined as of the date of the financial statements of the Borrower and its Subsidiaries most recently delivered under Section 5.1 prior to such time (or, with regard to determinations at any such disposition) shall not exceed 20% time prior to the initial delivery of Consolidated Tangible Assets financial statements under Section 5.1, as of the date of the most recent financial statements referred to in Section 4.11(a)), (B) immediately after giving effect thereto, the Borrower would be in compliance with the provisions of Section 6.2, such compliance determined on a pro forma basis in accordance with Generally Accepted Accounting Principles as if such sale or disposition had been consummated on the last day of the then most recently ended fiscal quarter, (C) immediately after giving effect thereto, no Default or Event of Default would exist, and (D) in no event shall the Borrower or any of its Subsidiaries sell or otherwise dispose of any of the capital stock or other ownership interests of VFIC or any other Significant Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Vesta Insurance Group Inc), Credit Agreement (Vesta Insurance Group Inc)
Disposition of Assets. The Borrower shall will not, and shall will not permit or cause any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any property portion of its assets, business or properties (including accounts and notes receivableincluding, with without limitation, any capital stock of or without recourse) other ownership interests in any Subsidiary), or enter into any agreement arrangement with any Person providing for the lease by the Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by the Borrower or such Subsidiary to such Person, or agree to do any of the foregoing (including any sale-leaseback)foregoing, exceptexcept for:
(ai) dispositions sales of inventory, or used, worn-out or surplus equipment, all investment assets in the ordinary course of business;
(bii) the sale or exchange of used or obsolete equipment to the extent (y) the proceeds of such sale are applied towards, or such equipment is exchanged for, similar replacement equipment or (z) such equipment is no longer necessary for the operations of the Borrower or its applicable Subsidiary in the ordinary course of business;
(iii) the sale, assignment lease or other transfer disposition of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor assets by a Subsidiary of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-another Wholly Owned Subsidiary; , to the extent permitted by applicable Requirements of Law and each relevant Insurance Regulatory Authority, provided that if the transferor immediately after giving effect thereto, no Default or Event of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded SubsidiaryDefault would exist; and
(div) the sale or disposition of any assets other dispositions which are made for fair market valuethan the stock or substantially all the assets of a Material Subsidiary or any Material Asset, provided that, immediately after giving effect thereto, no Default or Event of Default would exist; and
(v) the sale by Parent or Reinsurance of the stock of Beechwood; provided that (i) the Parent and its Wholly Owned Subsidiaries shall at all times own at least forty-five percent (45%) of the time voting control and value of any such disposition, no Event of Default shall exist or shall result from such disposition and Beechwood; (ii) no Person or group of Persons acting in concert as a partnership or other groups shall be the aggregate value "beneficial owner" (within the meaning of all assets so disposed such term under Rule 13d-3 under the Exchange Act) of by the Borrower and its Subsidiaries in any onesecurities of Beechwood representing twenty-year period five percent (calculated as 25%) or more of the date combined voting power of the then outstanding securities of Beechwood having the right to vote in the election of directors; and (iii) prior to any such disposition) sale, the Required Lenders, in their reasonable discretion, shall be satisfied, the evidence of which shall be in writing, with the Borrower's assurances that its positive cash flow will not exceed 20% be materially adversely affected as a result of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quartersuch sale.
Appears in 2 contracts
Samples: Credit Agreement (Chartwell Re Corp), Credit Agreement (Chartwell Re Holdings Corp)
Disposition of Assets. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a "Disposition") (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions Dispositions of inventory, or used, worn-out out, obsolete or surplus equipmentequipment or intellectual property, all in the ordinary course of business;
(b) Dispositions of equipment and other fixed assets to the sale, assignment extent that such equipment or other transfer fixed assets is exchanged for credit against the purchase price of accounts receivable, lease receivables similar replacement equipment or other rights fixed assets, or the proceeds of such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables replacement equipment or other rights to paymentfixed assets;
(c) Dispositions of property by any Subsidiary to the Borrower or Accounts Receivable pursuant to a Permitted Receivables Purchase Facility;
(d) Disposition of assets received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
(e) Dispositions of assets between and among the Company and its Wholly-Owned Subsidiary; provided Subsidiaries that if are Domestic Subsidiaries, and Dispositions of assets between and among Wholly-Owned Subsidiaries of the transferor Company that are Foreign Subsidiaries;
(f) sales of Accounts Receivable by Foreign Subsidiaries which do not provide directly or indirectly for recourse for credit losses against the seller of such property is not an Excluded Subsidiary, Accounts Receivable or against any of such seller's Affiliates and which are done on customary market terms or on other terms satisfactory to the transferee must either be the Borrower or a Subsidiary that is not an Excluded SubsidiaryAdministrative Agent; and
(dg) other dispositions Dispositions not otherwise permitted hereunder which are made for fair market value; provided provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash (provided, that the Company may accept promissory notes in an aggregate principal amount outstanding at any time not to exceed $10,000,000), and (iiiii) the aggregate value of all assets so disposed of sold by the Borrower Company and its Subsidiaries pursuant to this subsection (g), together, shall not exceed in any one-year period (calculated fiscal year, 10% of Consolidated Total Assets as of the date end of the most recent fiscal year (but excluding, for purposes of calculation of such 10% amount, the assets of any such disposition) shall not exceed 20operating business sold as a whole in compliance with the proviso at the end of this subsection), provided further that the sale by the Company or any Subsidiary of one or more operating business in one year which, in the aggregate, accounts for more than 10% of Consolidated Tangible Assets EBITDA of the Company as of the most recently ended fiscal year shall require the consent of the Required Lenders and the Company, on a pro forma basis calculated as of the last day of the most recently ended completed fiscal quarter, shall be in compliance with the Leverage Ratio as of the date of such Disposition.
Appears in 2 contracts
Samples: 10 K Annual Report, Credit Agreement (Idex Corp /De/)
Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, (x) issue any equity interests of any Subsidiary to any Person (other than a Joint Venture) which is not the Borrower or a Subsidiary or (y) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (property, including accounts and notes receivable, with or without recourse) recourse (each, an “Asset Disposition”), or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the salesale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions of property dispositions made by (i) the Borrower or any Subsidiary to any wholly-owned Subsidiary which is a Subsidiary Guarantor, (ii) dispositions made by any Subsidiary to the Borrower or to any wholly-owned Subsidiary which is a Wholly-Owned Subsidiary; provided that if the transferor of such property Subsidiary Guarantor, or (iii) dispositions made by any Subsidiary which is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that Guarantor to any other Subsidiary which is not an Excluded Subsidiarya Subsidiary Guarantor;
(d) dispositions made in connection with Investments permitted under Section 7.04; and
(de) other Franchise Conversions; provided that after giving pro forma effect to any such Franchise Conversion, no Default or Event of Default shall exist;
(f) licenses and sublicenses by the Borrower or any Subsidiary of software and intellectual property in the ordinary course of business; and
(g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) at the time of any such disposition, no Default or Event of Default shall exist or shall result from such disposition disposition, and (ii) the aggregate value of all assets so disposed of sold by the Borrower and its Subsidiaries in any one-year period after the Closing Date, together, shall not (calculated as x) represent more than 10% of the date total assets of any such disposition) shall not exceed 20% of Consolidated Tangible Assets the Borrower and its Subsidiaries as of the last day of the fiscal quarter most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01 or (y) be related to more than 10% of the consolidated net income of the Borrower and its Subsidiaries for the 12-month period ending as of the end of the fiscal quarterquarter preceding the date of determination.
Appears in 2 contracts
Samples: Credit Agreement (Regis Corp), Credit Agreement (Regis Corp)
Disposition of Assets. The Borrower shall notDispose of, and shall not or permit any Subsidiary (other than of its Subsidiaries to Dispose of, any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)assets, except:
(ai) dispositions sales of inventory in the ordinary course of its business or consistent with past practice or Ordinary Course Industry Norms, and the granting of any option or other right to purchase, lease or otherwise acquire inventory, in the ordinary course of its business or usedconsistent with past practices or Ordinary Course Industry Norms;
(ii) in a transaction authorized by Section 5.02(d), worn-out Section 5.02(f) or surplus equipmentSection 5.02(g);
(iii) Dispositions of assets among the Borrower and its Subsidiaries; provided, however no Subsidiary Guarantor shall be permitted to Dispose of, all or substantially all of its assets to a Foreign Subsidiary of the Borrower;
(iv) goods, equipment or other property that are, in the reasonable opinion of the Borrower or such Subsidiary, obsolete or unproductive or utilized as trade-in for goods, equipment or other property of at least comparable value;
(v) in order to resolve disputes that occur in the ordinary course of business, Borrower and its Subsidiaries may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable;
(bvi) the salelicenses or sublicenses by Borrower and its Subsidiaries of software, assignment or trademarks, patents and other transfer intellectual property and leases of accounts receivable, lease receivables or other rights to payment or any interest real property interests in the foregoing pursuant to any Securitization Transactionordinary course of its or their business or consistent with past practice or Ordinary Course Industry Norms, together and in each case which do not materially interfere with the business of Borrower or any collections of its Subsidiaries;
(vii) transfers of condemned property to the respective Governmental Authority that has condemned the same (whether by deed in lieu of condemnation or proceeds thereof, any collection or deposit accounts related theretootherwise), and any collateral, guaranties or transfers of properties that have been subject to a casualty to the respective insurer of such property or claims its designee as part of an insurance settlement;
(viii) sales, transfers or other Dispositions by the Borrower or any of its Subsidiaries of Equity Interests (and assets of) in favor Project Finance Subsidiaries and Joint Venture interests held by the Borrower or any of its Subsidiaries;
(ix) Dispositions by the Borrower or any of its Subsidiaries of assets with an aggregate book value not to exceed $200,000,000 during any fiscal year of the Borrower or such Subsidiary supporting(plus any sales, securing or otherwise relating to such receivables transfers or other rights to paymentDispositions the net cash proceeds of which are reinvested in equipment or other productive assets within one year of such sale, transfer or other Disposition);
(cx) Permitted Dispositions;
(xi) Strategic Dispositions;
(xii) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries of assets acquired after the Effective Date pursuant to an acquisition permitted hereby, if such Dispositions are required to comply with relevant antitrust laws in connection with such acquisition;
(xiii) Dispositions of assets within 365 days after the acquisition thereof if such assets are outside the principal business areas to which the assets acquired, taken as a whole, relate;
(xiv) Dispositions of shares of Equity Interests of any one-year period (calculated as of its Subsidiaries in order to qualify members of the date board of directors or equivalent governing body of any such dispositionSubsidiary if required by applicable law; and
(xv) shall not exceed 20% Dispositions of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quartercash and Cash Equivalents.
Appears in 1 contract
Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the sale, assignment or other transfer of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that (i) if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor, and (ii) if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary;
(d) any Regulatory Divestiture required in connection with the Allied Acquisition; provided that (i) no Event of Default shall exist at the time of or result from such Regulatory Divestiture, (ii) such Regulatory Divestiture shall be made for fair market value, (iii) at least 80% of the consideration for such Regulatory Divestiture shall be in the form of cash or cash equivalents (excluding any portion of the consideration allocated to a portion of a Regulatory Divestiture permitted by clause (e) of this Section 7.03; it being agreed that the Borrower may rely on either this clause (d) or clause (e) below in making any Regulatory Divestiture or, in part, on both of such clauses), and (iv) promptly upon receipt thereof by the Person making such Regulatory Divestiture, the Borrower shall prepay Committed Loans and revolving loans under the 2008 Credit Facility on a pro rata basis in an amount equal to the net cash proceeds from such Regulatory Divestiture; and
(de) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarter.
Appears in 1 contract
Disposition of Assets. The Borrower shall Parent will not, and shall will not permit or cause --------------------- any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any property portion of its assets, business or properties (including accounts and notes receivableincluding, with or without recourse) limitation, any Capital Stock of any Subsidiary), or enter into any agreement arrangement with any Person providing for the lease by Parent or any Subsidiary as lessee of any asset that has been sold or transferred by Parent or such Subsidiary to such Person, or agree to do any of the foregoing (including any sale-leaseback)foregoing, exceptexcept for:
(ai) dispositions sales of inventoryinventory and licenses or leases of intellectual property and other assets by the Borrower and its Subsidiaries, or used, worn-out or surplus equipment, all in each case in the ordinary course of business;
(bii) the sale, assignment sale or other transfer of accounts receivable, lease receivables or other rights to payment exchange by the Borrower or any interest in of its Subsidiaries of used or obsolete equipment to the foregoing pursuant to any Securitization Transactionextent (y) the proceeds of such sale are applied towards, together in each case with any collections or proceeds thereofsuch equipment is exchanged for, any collection replacement equipment or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor (z) such equipment is no longer necessary for the operations of the Borrower or such its applicable Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentin the ordinary course of business;
(ciii) Dispositions of property by any Subsidiary to the Borrower sale or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (i) at the time disposition of any such dispositionor all right, no Event title and interest of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in and to the assets and properties (other than cash) directly associated with the publications listed in SCHEDULE 8.4 (such assets and properties, collectively, the "Scheduled Titles"), and the sale or other disposition of any one-year period (calculated as Investments made by the contribution of any of the date Scheduled Titles to a joint venture, partnership or other Person (which may be a Subsidiary) as permitted by clause (xiii) of SECTION 8.5, in each case provided that, in the good faith judgment of the Borrower, fair value -------- is received in exchange for such sale or other disposition;
(iv) the sale, lease or other disposition of assets by a Subsidiary of the Borrower to the Borrower or to another Wholly Owned Subsidiary of the Borrower if, immediately after giving effect thereto, no Default or Event of Default would exist; and
(v) the sale or disposition of assets by Parent or any of its Subsidiaries outside the ordinary course of business for cash, provided -------- that (w) the Net Cash Proceeds from such sales or dispositions, when aggregated with the Net Cash Proceeds from all other sales and dispositions not otherwise specifically permitted under this SECTION 8.4 that are consummated during the same fiscal quarter or the period of three consecutive fiscal quarters immediately prior thereto, do not exceed $10,000,000 in the aggregate for Parent and its Subsidiaries, (x) to the extent not theretofore expended or committed to be expended within a reasonable period to acquire assets or properties or otherwise reinvested in the businesses of the Borrower, such Net Cash Proceeds are delivered to the Administrative Agent within 180 days after receipt thereof for application in prepayment of the Loans in accordance with the provisions of SECTION 2.6(e), (y) in no event shall Parent or any of its Subsidiaries sell or otherwise dispose of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day Capital Stock of any Subsidiary (other than a Subsidiary to which the most recently ended fiscal quarterBorrower has contributed no assets or properties other than assets consisting of Scheduled Titles), and (z) immediately after giving effect thereto, no Default or Event of Default would exist.
Appears in 1 contract
Disposition of Assets. The Borrower Such Credit Party shall not, and nor shall not it permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose Dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, receivable with or without recourse) or enter into any agreement to do recourse and Capital Stock of any of the foregoing (including any sale-leasebackits Restricted Subsidiaries whether newly issued or otherwise), except:
(a) dispositions (i) Dispositions of inventory, or used, worn-out or surplus equipment, all inventory and equipment in the ordinary course of business and (ii) Dispositions of Cash Equivalents in the ordinary course of business;
(b) the sale, assignment sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions of property Insurance Investments by any Insurance Subsidiary (or any Subsidiary of an Insurance Subsidiary) (i) in the ordinary course of business in compliance with the policies and procedures approved by the board of directors or the investment committee (or other applicable committee) of such Insurance Subsidiary (or such Subsidiary of an Insurance Subsidiary), or which were otherwise approved by such board of directors or committee, or (ii) to a special purpose entity in exchange for investments therein (provided that such special purpose entity shall not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender to such special purpose entity has recourse to any of the assets of Holdings or any Restricted Subsidiary (other than the assets of such special purpose entity));
(d) Dispositions by a Credit Party to a Credit Party or any of its Restricted Subsidiaries or by any Restricted Subsidiary to a Credit Party or any of its Restricted Subsidiaries; provided that the Borrower aggregate fair value of all property Disposed of in reliance on this clause (d) by Credit Parties to Restricted Subsidiaries that are not Credit Parties shall not exceed $800,000,000;
(i) any Dispositions pursuant to a Reinsurance Agreement entered into in the ordinary course of business and (ii) any other Dispositions pursuant to a Reinsurance Agreement so long as the aggregate statutory profit and/or gains on insurance policy sales or other portfolio transfers resulting from all Dispositions described in this subclause (ii) consummated after the Restatement Effective Date do not exceed $800,000,000 in the aggregate during the term of this Agreement;
(f) obsolete, surplus or worn out property disposed of by a Credit Party or any of its Restricted Subsidiaries in the ordinary course of business of such Person;
(g) transfers resulting from any casualty or condemnation of property or assets;
(h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business of the Credit Parties and their Restricted Subsidiaries and which do not materially interfere with the business of the Credit Parties and their Restricted Subsidiaries;
(i) Dispositions of shares of Capital Stock in order to qualify members of the board of directors or equivalent governing body of a Credit Party or Restricted Subsidiary or such other nominal shares required to be held other than by such Credit Party or Restricted Subsidiary, as required by applicable law;
(j) the sale, discount, forgiveness or other compromise of notes or other accounts in the ordinary course of business or in connection with collection thereof;
(k) issuances of Capital Stock (i) by a directly or indirectly Wholly-Owned Subsidiary of Holdings to Holdings or to one or more Wholly-Owned Subsidiaries of Holdings (provided that except in compliance with Section 6.12 or Section 7.03(i), any direct Wholly-Owned Subsidiary of a Credit Party shall only issue Capital Stock to such Credit Party), (ii) by a non-Wholly-Owned Subsidiary of Holdings to the respective equity holders of such non-Wholly-Owned Subsidiary; provided that if , on a pro rata basis or (iii) by the transferor IPO Entity pursuant to the IPO and any Post-IPO Offerings (so long as no Event of such property is not an Excluded Subsidiary, the transferee must either Default shall have occurred and be the Borrower continuing or a Subsidiary that is not an Excluded Subsidiarywould result therefrom); and
(dl) Dispositions not otherwise permitted hereunder (other dispositions than pursuant to Reinsurance Agreements, which are made for fair market valueshall be subject to the limitations in clause (e) above); provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate fair value of all assets so disposed property Disposed of by the Borrower and its Subsidiaries in any one-year period Disposition made in reliance on this clause (calculated as l), together with the aggregate fair value of the date all other property Disposed of any such disposition) in reliance on this clause (l), shall not exceed 20% of the Consolidated Tangible Total Assets as of Holdings and its Restricted Subsidiaries at the time of such Disposition, (ii) each Disposition made in reliance on this clause (l) shall be for fair market value and at least 75% of the last day consideration therefor shall be in the form of cash or Cash Equivalents and (iii) after giving effect to each Disposition made in reliance on this clause (l), Holdings and its Restricted Subsidiaries shall be in compliance with Sections 7.10 and 7.11. Except as otherwise permitted in Section 7.07, notwithstanding the foregoing no Credit Party or Restricted Subsidiary shall Dispose of (whether in one or a series of transactions) or otherwise cease to hold any Capital Stock of (a)(i) any Subsidiary of Holdings that directly or indirectly owns any Capital Stock of any Insurance Subsidiary or (ii) any Insurance Subsidiary, in each case, whether newly issued or otherwise, other than in accordance with clause (i), (k) or (l) above or (b) GA Bermuda or CwA. Upon consummation of a sale, transfer or other Disposition permitted under this Section 7.03, (i) Liens created under the Collateralized L/C Security Documents in respect of the most recently ended fiscal quarterassets Disposed of shall be automatically released and the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as necessary to evidence the release of the Administrative Agent’s security interests, if any, in the assets being Disposed of, including amendments or terminations of Uniform Commercial Code financing statements and (ii) in the case of a sale, transfer or other Disposition permitted under this Section 7.03 of all of the Capital Stock of any Subsidiary that is a Guarantor to any Person other than Holdings or a Subsidiary of Holdings, the Guarantee of such Subsidiary shall be automatically released and the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as necessary to evidence the release of the Guarantee of such Subsidiary; provided that the Borrower shall have provided to the Administrative Agent such certificates evidencing compliance with the Loan Documents as the Administrative Agent shall reasonably request. Notwithstanding anything to the contrary contained in this Section 7.03, (x) none of the Liens created under the Collateralized L/C Security Documents shall be released upon the IPO and (y) none of the Guarantees shall be released upon the IPO (other than the Guarantee of CwA MidCo, if and only if, (1) the IPO Entity is not CwA MidCo, (2) prior to or substantially simultaneously with such release, the Guarantee Requirement has been satisfied with respect to the IPO Entity and (3) CwA MidCo is not an obligor (including as a guarantor) in respect of the Senior Notes).
Appears in 1 contract
Samples: Credit Agreement (KKR & Co. Inc.)
Disposition of Assets. The Borrower shall not, and shall not suffer or --------------------- permit any Material Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of (i) inventory, or (ii) used, worn-out out, obsolete or surplus equipmentequipment or other assets not practically usable in the business of the Borrower, all in the ordinary course of business;
(b) the salesale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions dispositions of property assets (i) by any Subsidiary to the Borrower to any of its Subsidiaries in the ordinary course of business (which shall include dispositions made as a result of tax planning) and made pursuant to reasonable business requirements and (ii) by such Subsidiaries to any other such Subsidiaries or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; andpursuant to reasonable business requirements;
(d) other dispositions which are made for fair market valuein connection with a sale/leaseback transaction involving real or personal property of the Borrower or its Subsidiaries; provided, that any -------- such sale/leaseback transaction is otherwise permitted under this Agreement;
(e) dispositions not otherwise permitted hereunder; provided that that, (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition disposition, and (ii) the aggregate net book value of all assets so disposed of sold by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) Subsidiaries, together, shall not exceed 20in any fiscal year an amount equal to 5% of Consolidated Tangible Total Assets of the Borrower, measured as of the last day of the most recently ended preceding fiscal quarter.year; and
(f) dispositions listed on Schedule 8.2. ------------
Appears in 1 contract
Disposition of Assets. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of cash, cash equivalents, inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the salesale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are within 180 days applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions dispositions of property by any the Company or a Domestic Wholly-Owned Subsidiary to a Domestic Wholly-Owned Subsidiary that is a Guarantor or by a Subsidiary to the Borrower Company or to a Domestic Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiarya Guarantor;
(d) dispositions of property in connection with transactions permitted by Section 8.3;
(e) the disposition of the Santa Xxx Property;
(f) dispositions of leases or subleases in the ordinary course of business;
(g) dispositions which constitute the grant of licenses of trademarks, servicemarks and other intellectual property in the ordinary course of business; and
(dh) other dispositions (but in any event not involving the sale or transfer of receivables) which are made for fair market value; provided provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash, and (iiiii) the aggregate value of all assets so disposed of sold by the Borrower Company and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) Subsidiaries, together, shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended in any fiscal quarteryear $1,000,000.
Appears in 1 contract
Disposition of Assets. The Borrower shall will not, and shall will not permit or cause any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any property portion of its assets, business or properties (including accounts and notes receivableincluding, with without limitation, any Capital Stock of any of its Subsidiaries), or without recourse) or enter into any agreement agree to do any of the foregoing (including any sale-leaseback)foregoing, exceptexcept for:
(ai) sales, transfers, leases, licenses or other dispositions of inventory, or usedmaterials and other property and assets (including intellectual property), worn-out or surplus equipment, all in each case in the ordinary course of business;
(bii) the sale, assignment exchange or other transfer disposition of accounts receivableCash Equivalents in the ordinary course of business;
(iii) the sale, lease receivables or other rights to payment disposition of assets by the Borrower or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor Subsidiary of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Domestic Subsidiary Guarantor (or by any Foreign Subsidiary to another Foreign Subsidiary; , provided that if the transferor no Foreign Subsidiary that is a Subsidiary Guarantor may sell, lease or otherwise dispose of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or any assets to a Foreign Subsidiary that is not an Excluded Subsidiary; and
a Subsidiary Guarantor pursuant to this clause (d) other dispositions which are made for fair market value; provided that (i) at the time of any such dispositioniii)), in each case so long as no Event of Default shall exist have occurred and be continuing or shall would result from such disposition and therefrom;
(iiiv) the aggregate value sale, exchange or other disposition in the ordinary course of all business of equipment or other capital assets so disposed no longer used or useful in the business of by the Borrower and its Subsidiaries in Subsidiaries;
(v) the sale or disposition of assets (other than the Capital Stock of Subsidiaries) outside the ordinary course of business for fair value and for cash, provided that (x) the aggregate amount of Net Cash Proceeds from all such sales or dispositions that are consummated during any one-year period (calculated as of the date of any such disposition) Reference Period shall not exceed 20% $2,000,000 (and the aggregate amount of Consolidated Tangible Assets as Net Cash Proceeds from all such sales or dispositions that are consummated by Foreign Subsidiaries during any Reference Period shall not exceed $1,000,000), (y) if such sale or disposition shall be an “Asset Disposition” hereunder, such Net Cash Proceeds shall be reinvested or applied to the prepayment of the last day Loans in accordance with the provisions of the most recently ended fiscal quarterSection 2.6(f), and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and
(vi) any merger, consolidation or other transaction expressly permitted under Section 8.1.
Appears in 1 contract
Disposition of Assets. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, obsolete, uneconomic, worn-out or surplus equipmentequipment or intellectual property, all in the ordinary course of business;
(b) the salesale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities;
(d) sales, transfers and leases between the Company and any of its Subsidiaries or between any of its Subsidiaries and another of its Subsidiaries for book value;
(e) licenses or leases of property in the ordinary course of business;
(f) Investments permitted pursuant to SECTION 7.4;
(g) discounts of accounts receivable by the Company or any Subsidiary to of its Subsidiaries in the Borrower or to a Wholly-Owned Subsidiary; provided that if ordinary course of collection;
(h) the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiarytransactions set forth on SCHEDULE 7.2; and
(di) other dispositions not otherwise permitted hereunder which are made for fair market value; provided PROVIDED that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash, and (iiiii) the aggregate value of all assets so disposed of sold by the Borrower Company and its Subsidiaries Subsidiaries, together, in any one-fiscal year period (calculated shall not exceed 10% of the Consolidated Tangible Assets for such fiscal year measured as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of such sale at any time in such fiscal year based on the most recently ended fiscal quarterlast financial statements delivered by the Company pursuant to SECTION 6.1.
Appears in 1 contract
Disposition of Assets. The Borrower Company shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose Dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, receivable with or without recourse) recourse and Capital Stock of any Restricted Subsidiary whether newly issued or enter into any agreement to do any of the foregoing (including any sale-leasebackotherwise), except:
(a) dispositions (i) Dispositions of inventory, or used, worn-out or surplus equipment, all inventory and equipment in the ordinary course of business, (ii) Dispositions of cash and Cash Equivalents and (iii) Dispositions of assets obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to the Company or any of its Restricted Subsidiaries or otherwise in respect of mortgage loans insured by the Company or any of its Restricted Subsidiaries;
(b) the sale, assignment sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions of property Investments by any Insurance Subsidiary or Subsidiary thereof (other than Capital Stock of Restricted Subsidiaries engaged in insurance lines of business) and Dispositions by the Company or any of its Restricted Subsidiaries of Investments permitted under this Agreement, in each case, in the ordinary course of business and consistent with the investment policy approved by the board of directors of the Company or such Subsidiary or the Company, as the case may be;
(d) Dispositions (i) by the Company or any Restricted Subsidiary to the Borrower Company or any Restricted Subsidiary (other than any Excluded Subsidiary), (ii) by any Excluded Subsidiary to any other Excluded Subsidiary and (iii) by the Company or any Restricted Subsidiary (other than any Excluded Subsidiary) to Excluded Subsidiaries; provided, that (x) to the extent such Disposition pursuant to the foregoing clause (iii) constitutes an Investment, such Disposition is permitted by Section 7.09 (other than Section 7.09(q)), and (y) otherwise, such Disposition is for fair value, as determined by the Company in good faith;
(e) any Disposition pursuant to a Reinsurance Agreement so long as such Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice;
(f) Dispositions of obsolete, surplus or worn out property disposed of by the Company or any of its Restricted Subsidiaries;
(g) transfers resulting from any casualty or condemnation of property or assets;
(h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property which do not materially interfere with the business of the Company and its Restricted Subsidiaries;
(i) Dispositions consisting of (A) any transaction permitted by Section 7.07 (other than Section 7.07(a)(i)), (B) the making of any Investments permitted by Section 7.09 (other than Section 7.09(q)(i)), (C) the creation, incurrence or assumption of any Lien permitted under Section 7.02, (D) the making of any Restricted Payments permitted by Section 7.08, and (E) Dispositions of property to the extent that such property constitutes an Investment permitted by Section 7.09 (other than Section 7.09(q)(i));
(j) Dispositions of shares of Capital Stock in order to qualify members of the board of directors or equivalent governing body of an Obligor or such other nominal shares required to be held other than by the Company or such Obligor, as required by applicable law;
(k) the sale, discount, forgiveness or other compromise of notes or other accounts in the ordinary course of business or in connection with collection thereof;
(l) issuances of Capital Stock (i) by the Company, (ii) by a directly or indirectly Wholly-Owned Subsidiary of the Company to the Company or to one or more Wholly-Owned Subsidiaries of the Company or (iii) by a non-Wholly-Owned Subsidiary of the Company to the respective equity holders of such non-Wholly-Owned Subsidiary, on a pro rata basis;
(m) sale and lease back transactions in respect of any property acquired after the Closing Date, and consummated within 365 days after the acquisition of such property;
(n) Dispositions not otherwise permitted hereunder (other than pursuant to Reinsurance Agreements, which shall be subject to the limitations in clause (e) above); provided that if (x) such Dispositions shall be for fair market value, as determined by the transferor Company in good faith, and at least 75% of such property is not an Excluded Subsidiarythe consideration received in connection therewith at closing shall consist of cash, Cash Equivalents or Designated Non-Cash Consideration, and (y) the transferee must either Net Proceeds thereof shall be applied to prepay the Borrower or a Subsidiary that is not an Excluded SubsidiaryTerm Loans in accordance with, and to the extent required by, Section 2.09(d); and
(do) Dispositions of mortgage-related assets, mortgage loans, receivables, and other dispositions which are made for fair market valuesimilar financial assets securing Indebtedness incurred under Section 7.01(a)(xviii). Upon consummation of a sale, transfer or other Disposition permitted under this Section 7.03, Liens created under the Security Documents in respect of the assets Disposed of shall be automatically released and the Agent shall (to the extent applicable) deliver to the Company, upon the Company’s request and at the Company’s expense, such documentation as necessary to evidence the release of the Agent’s security interests, if any, in the assets being Disposed of, including amendments or terminations of Uniform Commercial Code financing statements, if any, the return of stock certificates, if any, the release and satisfaction of any mortgages, and the release of any Restricted Subsidiary being Disposed of in its entirety from all of its obligations, if any, under the Loan Documents; provided that (i) at the time of any Company shall have provided to the Agent such disposition, no Event of Default certificates evidencing compliance with the Loan Documents as the Agent shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterreasonably request.
Appears in 1 contract
Disposition of Assets. The Borrower Such Credit Party shall not, and nor shall not it permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose Dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, receivable with or without recourse) or enter into any agreement to do recourse and Capital Stock of any of the foregoing (including any sale-leasebackits Restricted Subsidiaries whether newly issued or otherwise), except:
(a) dispositions (i) Dispositions of inventory, or used, worn-out or surplus equipment, all inventory and equipment in the ordinary course of business and (ii) Dispositions of cash and Cash Equivalents in the ordinary course of business;
(b) the sale, assignment sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions of property Insurance Investments by any Insurance Subsidiary (or any Subsidiary of an Insurance Subsidiary) (i) in the ordinary course of business in compliance with the policies and procedures approved by the board of directors or the investment committee (or other applicable committee) of such Insurance Subsidiary (or such Subsidiary of an Insurance Subsidiary), or which were otherwise approved by such board of directors or committee, or (ii) to a special purpose entity in exchange for investments therein (provided that such special purpose entity shall not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender to such special purpose entity has recourse to any of the assets of Holdings or any Restricted Subsidiary (other than the assets of such special purpose entity));
(d) Dispositions by a Credit Party to a Credit Party or any of its Restricted Subsidiaries or by any Restricted Subsidiary to a Credit Party or any of its Restricted Subsidiaries;
(i) any Dispositions pursuant to a Reinsurance Agreement entered into in the Borrower ordinary course of business and (ii) any other Dispositions pursuant to a Reinsurance Agreement so long as the aggregate statutory profit and/or gains on insurance policy sales or other portfolio transfers resulting from all Dispositions described in this subclause (ii) consummated after the Effective Date do not exceed $800,000,000 in the aggregate during the term of this Agreement;
(f) obsolete, surplus or worn out property disposed of by a Credit Party or any of its Restricted Subsidiaries in the ordinary course of business of such Person;
(g) transfers resulting from any casualty or condemnation of property or assets;
(h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business of the Credit Parties and their Restricted Subsidiaries and which do not materially interfere with the business of the Credit Parties and their Restricted Subsidiaries;
(i) Dispositions of shares of Capital Stock in order to qualify members of the board of directors or equivalent governing body of a Credit Party or Restricted Subsidiary or such other nominal shares required to be held other than by such Credit Party or Restricted Subsidiary, as required by applicable law;
(j) the sale, discount, forgiveness or other compromise of notes or other accounts in the ordinary course of business or in connection with collection thereof;
(k) issuances of Capital Stock (i) by a directly or indirectly Wholly-Owned Subsidiary of Holdings to Holdings or to one or more Wholly-Owned Subsidiaries of Holdings (provided that except in compliance with Section 6.12 or Section 7.02(i), any direct Wholly-Owned Subsidiary of a Credit Party shall only issue Capital Stock to such Credit Party), (ii) by a non-Wholly-Owned Subsidiary of Holdings to the respective equity holders of such non-Wholly-Owned Subsidiary; provided that if , on a pro rata basis or (iii) by the transferor IPO Entity pursuant to the IPO and any Post-IPO Offerings (so long as no Event of such property is not an Excluded Subsidiary, the transferee must either Default shall have occurred and be the Borrower continuing or a Subsidiary that is not an Excluded Subsidiarywould result therefrom); and
(dl) Dispositions not otherwise permitted hereunder (other dispositions than pursuant to Reinsurance Agreements, which are made for fair market valueshall be subject to the limitations in clause (e) above); provided that (i) the aggregate fair value of all property Disposed of in any Disposition made in reliance on this clause (l), together with the aggregate fair value of all other property Disposed of in reliance on this clause (l), shall not exceed 25% of the Consolidated Total Assets of Holdings and its Restricted Subsidiaries at the time of such Disposition, (ii) each Disposition made in reliance on this clause (l) shall be for fair market value and at least 75% of the consideration therefor shall be in the form of cash or Cash Equivalents and (iii) after giving effect to each Disposition made in reliance on this clause (l), Holdings and its Restricted Subsidiaries shall be in compliance with Sections 7.09 and 7.10. Except as otherwise permitted in Section 7.06, notwithstanding the foregoing no Credit Party or Restricted Subsidiary shall Dispose of (whether in one or a series of transactions) or otherwise cease to hold any Capital Stock of (a)(i) any Subsidiary of Holdings that directly or indirectly owns any Capital Stock of any Insurance Subsidiary or (ii) any Insurance Subsidiary, in each case, whether newly issued or otherwise, other than in accordance with clause (i), (k) or (l) above or (b) GA Bermuda or CwA. Upon consummation of a sale, transfer or other Disposition permitted under this Section 7.02, (i) Liens created under the Collateralized L/C Security Documents in respect of the assets Disposed of shall be automatically released and the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such dispositiondocumentation as necessary to evidence the release of the Administrative Agent’s security interests, no Event if any, in the assets being Disposed of, including amendments or terminations of Default shall exist or shall result from such disposition Uniform Commercial Code financing statements and (ii) in the aggregate value case of a sale, transfer or other Disposition permitted under this Section 7.02 of all assets so disposed of by the Capital Stock of any Subsidiary that is a Guarantor to any Person other than Holdings or a Subsidiary of Holdings, the Guarantee of such Subsidiary shall be automatically released and the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as necessary to evidence the release of the Guarantee of such Subsidiary; provided that the Borrower and its Subsidiaries shall have provided to the Administrative Agent such certificates evidencing compliance with the Loan Documents as the Administrative Agent shall reasonably request. Notwithstanding anything to the contrary contained in any one-year period this Section 7.02, (calculated as x) none of the date of any such dispositionLiens created under the Collateralized L/C Security Documents shall be released upon the IPO and (y) shall not exceed 20% of Consolidated Tangible Assets as none of the last day Guarantees shall be released upon the IPO (other than the Guarantee of GAFL, if and only if, (1) the most recently ended fiscal quarterIPO Entity is not GAFL, and (2) prior to or substantially simultaneously with such release, the Guarantee Requirement has been satisfied with respect to the IPO Entity.
Appears in 1 contract
Samples: Credit Agreement (KKR & Co. Inc.)
Disposition of Assets. The Borrower shall Company will not, and shall will not permit any Subsidiary (of its Subsidiaries to, become a party to or agree to or effect any disposition or swap of assets, other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), except:
(a) dispositions the sale of inventory, (b) the licensing of intellectual property, (c) the disposition of obsolete or usedother assets not necessary for the operation of the Company's or such Subsidiary's business, worn-out or surplus equipment, all in each case in the ordinary course of business;
, (bd) Asset Sales provided that in the case of such Asset Sale, (i) no Default or Event of Default has occurred and is continuing or would result from such Asset Sale and, (ii) to the extent required thereunder, the Net Cash Sale Proceeds are applied to the Loans as set forth in section 2.10(a)(i); (e) the sale, assignment sale or other transfer discount by any Foreign Subsidiary with or without recourse of accounts receivable, lease receivables receivable or other rights to payment or any interest notes receivable arising in the foregoing pursuant ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable in connection with the compromise or collection thereof, (f) disposition of assets by the Company to any Securitization Transaction, together in each case with any collections of its Restricted Subsidiaries or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower Company or any of its Restricted Subsidiaries, or by any Foreign Subsidiary to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Company or any Subsidiary, (g) the transferee must either be abandonment, sale or other disposition of intellectual property that, in the Borrower reasonable judgment of the Company, is no longer economically practicable to maintain or useful in the conduct of the business of the Hasbro Companies taken as a Subsidiary that is not an Excluded Subsidiary; and
whole, (dh) other dispositions which are made for fair market value; provided that any sale or disposition of any claim as a creditor in a bankruptcy or similar proceeding in the ordinary course of business, (i) at any Specified Sale, (j) sales, assignments, pledges or transfers of receivables for a credit enhancement purpose, pursuant to any Credit Insurance Provider Agreement; provided, however, that any lien granted by the time Company to such Credit Insurance Provider under the Credit Insurance Provider Agreement shall cover only such receivables, and (k) the sale, transfer, discount, contribution, pledge or other disposition of Receivables and related assets in connection with any Permitted Receivables Securitization Facility. Nothing in this section 10.5.2 shall prevent the Company from discontinuing the operation and maintenance of any of its properties, or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, if such dispositiondiscontinuance, no Event dissolution or liquidation, consolidation or merger is, in the judgment of Default shall exist or shall result from such disposition and (ii) the aggregate value Company, desirable in the conduct of all assets so disposed the business of by the Borrower Company and its Subsidiaries on a consolidated basis and does not in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarteraggregate have a Material Adverse Effect.
Appears in 1 contract
Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) toNo Credit Party shall, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property Property (including the Stock of any Subsidiary of any Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, exceptexcept for the following:
(a) dispositions in the Ordinary Course of inventoryBusiness (including, without limitation, and for avoidance of doubt, (i) sales of Inventory in the Ordinary Course of Business; (ii) the sale or other disposition of obsolete, damaged or worn out property, or used, worn-out other property no longer used or surplus equipment, all useful in the ordinary course conduct of business, in each case, disposed of in the Ordinary Course of Business; (iii) the sale, transfer or other disposition of cash and Cash Equivalents in the Ordinary Course of Business; (iv) non-exclusive licenses or sublicenses of Intellectual Property in the Ordinary Course of Business and not interfering in any material respect with the business of any Credit Party or any of its Subsidiaries, (v) the sale or discount, in each case without recourse, of Accounts arising in the Ordinary Course of Business, but only in connection with the compromise or collection thereof; provided, that upon any such sale or discount, the Accounts sold or discounted shall immediately cease to be Eligible Accounts, shall be removed from the calculation of the Gross Borrowing Base; and (vi) the leasing or subleasing of fixed assets of any Credit Party or any of its Subsidiaries in the Ordinary Course of Business);
(b) subject to no Default or Event of Default existing or resulting from such disposition, dispositions of Lease Receivables, note receivables and related assets; provided, that upon any such dispositions, the saleLease Receivables so disposed shall immediately cease to be Eligible Intercompany Lease Receivables, assignment or other transfer of accounts receivable, lease receivables or other rights to payment or any interest in shall be removed from the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor calculation of the Borrower or Gross Borrowing Base and Borrowers shall make any mandatory prepayments required by Section 2.8 to the extent required as a result of such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentdisposition of Lease Receivables;
(c) Dispositions the granting of property Permitted Liens;
(d) the making of Permitted Investments;
(e) the making of Restricted Payments that are expressly permitted pursuant to Section 6.11;
(f) so long as no Event of Default has occurred and is continuing or would immediately result therefrom, transfers of assets (i) from any Credit Party to any other Credit Party, and (ii) from any Subsidiary of any Credit Party to any Credit Party;
(g) dispositions of assets acquired by any Subsidiary Credit Party pursuant to a Permitted Acquisition consummated within 12 months of the date of the proposed disposition so long as (i) the consideration received for the assets to be so disposed is at least equal to the Borrower fair market value of such assets, (ii) the assets to be so disposed are not necessary or economically desirable in connection with the business of such Credit Party, and (iii) the assets to a Wholly-Owned Subsidiary; provided be so disposed are readily identifiable as assets acquired pursuant to the subject Permitted Acquisition;
(h) dispositions of fixed assets for fair market value, to the extent that if the transferor of (i) such property is exchanged for credit that is promptly applied to the purchase price of similar replacement property, or (ii) the proceeds of such disposition are promptly applied to the purchase price of similar replacement property, in each case, in a transaction not an Excluded Subsidiaryprohibited by the terms of this Agreement;
(i) the abandonment of Intellectual Property (or lapse of any registration or application in respect of Intellectual Property) that is, in the transferee must either be reasonable good faith judgment of Borrower Representative, no longer economically practicable to maintain or useful in the Borrower conduct of the business of the Credit Parties and their Subsidiaries;
(j) the use or transfer of money or Cash Equivalents in a Subsidiary manner that is not an Excluded Subsidiaryprohibited by the terms of this Agreement or the other Loan Documents;
(k) any involuntary loss, damage or destruction of property other than as a result of gross negligence or willful misconduct;
(l) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property;
(m) sales or dispositions of fixed assets (including intangible property related to such fixed assets) not otherwise permitted in clauses (a) through (l) above so long as made at fair market value and (i) the aggregate fair market value of all assets disposed of in any Fiscal Year (including the proposed disposition) would not exceed Ten Million Dollars ($10,000,000.00) and (ii) any Indebtedness incurred in connection with such fixed assets is paid in full with the proceeds of such sale or disposition; and
(dn) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of consented to in writing by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterAgent.
Appears in 1 contract
Samples: Credit Agreement (Eplus Inc)
Disposition of Assets. The Borrower shall will not, and shall will not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) Guarantor to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or collectively a series of transactions"Disposition") any property of its properties or assets unless, after giving effect to such proposed Disposition, the aggregate net book value of all assets that were the subject of a Disposition during the twelve calendar months immediately preceding the date of such proposed Disposition (including accounts and notes receivable, with or without recoursethe "Disposition Date") or enter into any agreement to do any does not exceed 15% of Consolidated Assets as at the end of the foregoing (including quarterly fiscal period of the Borrower ended immediately prior to the Disposition Date. Any Disposition of shares of stock of any sale-leaseback)Subsidiary shall, exceptfor purposes of this Section, be valued at an amount that bears the same proportion to the book value of the total assets of such Subsidiary as the number of such shares bears to the total number of issued and outstanding shares of stock of such Subsidiary. Notwithstanding the foregoing, the following Dispositions shall not be taken into account under this Section 9.4:
(a) dispositions any Disposition of inventory, or used, worn-out or surplus equipment, all fixtures, supplies or materials made in the ordinary course of businessbusiness at fair value;
(b) any Disposition to the sale, assignment Parent or other transfer to a wholly-owned Material Domestic Subsidiary; and
(c) any Disposition the net proceeds of accounts receivable, lease receivables or other rights which are applied within 180 days of the related Disposition Date to payment or any interest in (x) the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, repayment of Consolidated Total Indebtedness (and any collateral, guaranties or property or claims in favor associated premium) of the Borrower or such Subsidiary supporting, securing Guarantor or otherwise relating (y) the acquisition of assets (other than current assets) to such receivables or other rights to payment;
(c) Dispositions be used in the ordinary course of property by any Subsidiary to business of the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterGuarantor.
Appears in 1 contract
Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the sale, assignment or other transfer of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that (i) if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor, and (ii) if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary;
(d) any Regulatory Divestiture required in connection with the Allied Acquisition; provided that (i) no Event of Default shall exist at the time of or result from such Regulatory Divestiture, (ii) such Regulatory Divestiture shall be made for fair market value, (iii) at least 80% of the consideration for such Regulatory Divestiture shall be in the form of cash or cash equivalents (excluding any portion of the consideration allocated to a portion of a Regulatory Divestiture permitted by clause (e) of this Section 7.03; it being agreed that the Borrower may rely on either this clause (d) or clause (e) below in making any Regulatory Divestiture or, in part, on both of such clauses), and (iv) promptly upon receipt thereof by the Person making such Regulatory Divestiture, the Borrower shall prepay Committed Loans and revolving loans under the New Credit Facility on a pro rata basis in an amount equal to the net cash proceeds from such Regulatory Divestiture; and
(de) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarter.
Appears in 1 contract
Disposition of Assets. The Borrower shall will not, and shall will not permit --------------------- or cause any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any property (including accounts and notes receivableportion of its assets, with business or without recourse) properties, or enter into any agreement arrangement with any Person providing for the lease by the Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by the Borrower or such Subsidiary to such Person, or agree to do any of the foregoing (including any sale-leaseback)foregoing, exceptexcept for:
(ai) dispositions sales of inventory, or used, worn-out or surplus equipment, all Investments by the Insurance Subsidiaries in the ordinary course of business;
(bii) the sale or exchange of used or obsolete equipment to the extent (y) the proceeds of such sale are applied towards, or such equipment is exchanged for, similar replacement equipment or (z) such equipment is no longer necessary for the operations of the Borrower or its applicable Subsidiary in the ordinary course of business;
(iii) the sale, assignment lease or other transfer disposition of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor assets by a Subsidiary of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-another Wholly Owned Subsidiary; provided that if , to the transferor extent permitted by applicable Requirements of such property is not an Excluded SubsidiaryLaw and each relevant Insurance Regulatory Authority, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (ix) at the time of any such disposition-------- immediately after giving effect thereto, no Default or Event of Default would exist, (y) in no event shall exist the Borrower contribute, sell or shall result from such disposition otherwise transfer, or permit VFIC to issue or sell, any of the capital stock of VFIC to any other Subsidiary, and (iiz) such sale or disposition would not adversely affect the ability of any Insurance Subsidiary party thereto to pay dividends or otherwise make distributions to its parent;
(iv) the aggregate sale or other disposition of any Borrower Margin Stock to the extent the fair market value thereof exceeds 25% of the fair market value of all the assets so disposed of by the Borrower and its Subsidiaries (including Borrower Margin Stock), provided that fair value is received -------- in exchange therefor; and
(v) the sale or disposition of assets outside the ordinary course of business, provided that (w) the net proceeds from any one-year period such -------- sale or disposition do not exceed an amount equal to the least of the following: (calculated 1) 10% of the total assets of the Borrower and its Subsidiaries on a consolidated basis, (2) 10% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis, and (3) 10% of the total net earnings of the Borrower and its Subsidiaries on a consolidated basis, in each case as determined as of the date of the financial statements of the Borrower and its Subsidiaries most recently delivered under Section 5.1 prior to such time (or, with regard to determinations at any such disposition) shall not exceed 20% time prior to the initial delivery of Consolidated Tangible Assets financial statements under Section 5.1, as of the date of the most recent financial statements referred to in Section 4.11(a)), (x) immediately after giving effect thereto, the Borrower would be in compliance with the provisions of Section 6.2, such compliance determined on a pro --- forma basis in accordance with Generally Accepted Accounting Principles ----- as if such sale or disposition had been consummated on the last day of the then most recently ended fiscal quarter, (y) immediately after giving effect thereto, no Default or Event of Default would exist, and (z) in no event shall the Borrower or any of its Subsidiaries sell or otherwise dispose of any of the capital stock or other ownership interests of VFIC or any other Significant Subsidiary.
Appears in 1 contract
Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any 101250789 property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the sale, assignment or other transfer of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarter.
Appears in 1 contract
Disposition of Assets. The Borrower shall will not, and shall will not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly become a party to or indirectlyagree to or effect any disposition of assets, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), exceptother than:
(a) dispositions the sale by the Borrower or its Subsidiaries of inventory, the licensing of intellectual property and the disposition of obsolete or usedworn out assets, worn-out or surplus equipment, all in each case in the ordinary course of businessbusiness consistent with past practices;
(b) the sale, assignment lease, transfer or other transfer disposition by any Subsidiary of accounts receivable, lease receivables the Borrower of any or other rights all of its assets (upon voluntary liquidation or otherwise) to payment the Borrower or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor a wholly-owned Domestic Subsidiary of the Borrower or such the making of any Investment permitted by §9.3, and any Subsidiary supporting, securing of the Borrower may sell or otherwise relating dispose of, or part with control of any or all of, the stock of any Subsidiary to a wholly-owned Domestic Subsidiary of the Borrower or to any other Subsidiary to the extent such receivables or other rights transfer constitutes an Investment permitted by §9.3; provided that in either case such transfer shall not cause such wholly-owned Domestic Subsidiary to paymentbecome a Foreign Subsidiary;
(c) Dispositions any Foreign Subsidiary of property the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or by any Subsidiary merger, consolidation, transfer of assets, or otherwise) to the Borrower or a wholly-owned Subsidiary of the Borrower and any Foreign Subsidiary of the Borrower may sell or otherwise dispose of, or part control of any or all of, the capital stock of, or other equity interests in, any Foreign Subsidiary of the Borrower to a Whollywholly-Owned Subsidiaryowned Subsidiary of the Borrower; provided that if the transferor of in either case such property is transfer shall not an Excluded cause a Domestic Subsidiary to become a Foreign Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and;
(d) the sale or other dispositions which are made for fair market valuedisposition by the Borrower or any of its Subsidiaries of other assets consummated after the Closing Date; provided that (i) at the time of any such dispositionsale or other disposition shall be made for fair value on an arm’s length basis, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate fair market value of all such assets so sold or disposed of by under this clause after the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) Closing Date shall not exceed 20% of Consolidated Tangible Assets as of $10,000,000 and (iii) the Net Cash Sale Proceeds from such sale or other disposition shall be applied to the outstanding Obligations; provided that in the event that such Net Cash Proceeds would be applied to LIBOR Rate Loans on a day that is not the last day of the Interest Period with respect thereto, such Net Cash Proceeds shall, at the Borrower’s option, as long as no Default or Event of Default has occurred and is continuing, be held by the Borrower and applied to such LIBOR Rate Loans on the last day of the respective Interest Periods for such LIBOR Rate Loans next ending most recently ended fiscal quarterclosely to the date of receipt of such Net Cash Proceeds; and
(e) the sale or transfer by the Borrower or any of its Subsidiaries of any property owned by it in order then or thereafter to lease such property or lease other property that the Borrower or such Subsidiary intends to use for substantially the same purpose as the property being sold or transferred; provided that the aggregate fair market value of all property so disposed shall not exceed $10,000,000.
Appears in 1 contract
Disposition of Assets. The Borrower shall notNone of the Borrowers will, and shall not nor will permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly become a party to or indirectlyagree to or effect any disposition of assets, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), exceptother than:
(a) dispositions the sale of inventory, or usedthe licensing of intellectual property and the disposition of obsolete assets, worn-out or surplus equipment, all in each case in the ordinary course of businessbusiness consistent with past practices;
(b) the any sale, transfer, assignment or other transfer lease of accounts receivableProperty, lease receivables or other rights to payment or including without limitation any interest store closures, in the foregoing pursuant to any Securitization Transaction, together ordinary course of business which are no longer necessary or required in each case with any collections the conduct of such Borrower's or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentSubsidiary's business;
(c) Dispositions any sale or transfer of any Property owned by any Borrower or any Subsidiary of a Borrower in order then or thereafter to lease such Property or lease other Property that any Borrower or any Subsidiary of a Borrower intends to use for substantially the same purpose as the property being sold or transferred (a "sale-leaseback transaction") in the ordinary course of business and provided that no Default or Event of Default shall have occurred and is continuing or would result therefrom;
(d) any sale, transfer or lease of Property by BGI to any Subsidiary of BGI or by any Subsidiary of BGI to BGI or another Subsidiary of BGI provided before and after giving effect to such sale, transfer or lease, the Borrowers are in compliance with the Obligor Group Requirement;
(e) any sale, transfer or lease of Property in the ordinary course of business which is replaced by substitute Property;
(f) any transfers to Kmart of "Premises" pursuant to the Kmart Indemnity (as such term is defined therein) if and to the extent that any such transfer does not cause an Event of Default under ss. 13.1(n) hereof;
(g) any sale, transfer or lease of property by BGI or any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower its Subsidiaries constituting all or a Subsidiary that is not an Excluded Subsidiaryportion of a Permitted Joint Venture Activity; and
(dh) other dispositions which are made for fair market value; of assets that do not have a Material Adverse Effect, 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 Borrowers and their Subsidiaries sold or otherwise disposed of under this clause (h) during the period of time from the Closing Date through the date of such sale does not, at the time of any such sale or other disposition, exceed 15% of the Consolidated Total Assets of the Borrowers and their Subsidiaries, (ii) such assets are sold or otherwise disposed of in an arm's length transaction for fair market value (after giving effect to all tax benefits, if any, associated with such sale or other disposition), (iii) no Default or Event of Default exists or would result from such sale and (iv) before and after giving effect to such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by Borrowers are in compliance with the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterObligor Group Requirement.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc)
Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, Securitization Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the sale, assignment or other transfer of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period during the term of this Agreement (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarter.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Republic Services, Inc.)
Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, or the sale of sale rights, distribution rights, sales routes, territories or similar rights or assets, all in the ordinary course of business;
(b) any such sale, assignment, lease, conveyance, transfer or other disposition among the Borrower and its Subsidiaries;
(c) the sale, assignment or other transfer of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction; provided that the aggregate investment or claim held at any time by all purchasers, together in each case with any collections assignees or proceeds thereof, any collection other transferees of (or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to interests in) such receivables or other rights to paymentpayment shall not exceed $100,000,000;
(cd) Dispositions dispositions of defaulted receivables in the ordinary course of business for collection;
(e) dispositions permitted by Section 8.04 and Section 8.05;
(f) non-exclusive licenses of intellectual property by rights in the ordinary course of business;
(g) any Subsidiary disposition of cash and Cash Equivalents Investments in the ordinary course of business;
(h) the unwinding of any Swap Contract;
(i) the sale of assets that are leased back to the Borrower or a Subsidiary, involving amounts not to exceed $50,000,000 in the aggregate in any fiscal year;
(j) any transfer arising out of the granting or creation of a Lien permitted by Section 8.02;
(k) any disposition occurring by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of its property;
(l) disposition of leasehold improvements or leased assets upon the termination of the lease;
(m) any such sale, assignment, lease, conveyance, transfer or other disposition of assets pursuant to a Wholly-Owned Subsidiary; provided that if Tax Incentive Transaction;
(n) any disposition required by any Governmental Authority as a condition to the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded SubsidiaryDiamond Acquisition; and
(do) other dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period on or after the Signing Date shall not exceed 25% of the greater of (calculated x) the total assets of the Borrower as of the date Signing Date or (y) the highest amount of any such disposition) shall not exceed 20% total assets of Consolidated Tangible Assets the Borrower as shown on the Borrower’s balance sheet as of the last day end of any fiscal year ending after the most recently ended fiscal quarterSigning Date.
Appears in 1 contract
Disposition of Assets. The Borrower shall Lessee will not, and shall will not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) Guarantor to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or collectively a series of transactions"Disposition") any property of its properties or assets unless, after giving effect to such proposed Disposition, the aggregate net book value of all assets that were the subject of a Disposition during the twelve calendar months immediately preceding the date of such proposed Disposition (including accounts and notes receivable, with or without recoursethe "Disposition Date") or enter into any agreement to do any does not exceed 15% of Consolidated Assets as at the end of the foregoing (including quarterly fiscal period of Lessee ended immediately prior to the Disposition Date. Any Disposition of shares of stock of any sale-leaseback)Subsidiary shall, exceptfor purposes of this Section, be valued at an amount that bears the same proportion to the book value of the total assets of such Subsidiary as the number of such shares bears to the total number of issued and outstanding shares of stock of such Subsidiary. Notwithstanding the foregoing, the following Dispositions shall not be taken into account under this Section:
(ai) dispositions any Disposition of inventory, or used, worn-out or surplus equipment, all fixtures, supplies or materials made in the ordinary course of businessbusiness at fair value;
(bii) the sale, assignment or other transfer of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary Disposition to the Borrower Parent or to a Whollywholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded owned Material Domestic Subsidiary; and
(diii) other dispositions any Disposition the net proceeds of which are made for fair market value; provided that applied within 180 days of the related Disposition Date to (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (iix) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% repayment of Consolidated Tangible Assets as Total Indebtedness (and any associated premium) of Lessee or such Guarantor or (y) the last day acquisition of assets (other than current assets) to be used in the most recently ended fiscal quarterordinary course of business of Lessee or such Guarantor.
Appears in 1 contract
Disposition of Assets. The Borrower and each Guarantor shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of the Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose Dispose of (whether in one or a series of transactions) any property Property (including accounts and notes receivable, with or without recourse) or permit any GP to effect any GP Equity Transfer or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions the sale of inventoryinventory (including Oil and Gas sold as produced) which is sold in the ordinary course of business on ordinary trade terms; provided that no contract for the sale of Oil and Gas shall obligate the Borrower or any of its Restricted Subsidiaries to deliver Oil and Gas at a future date without receiving full payment therefor within 90 days after delivery;
(b) the sale or issuance of any Restricted Subsidiary's Property or Capital Stock to Borrower or any other Wholly Owned Subsidiary that is a Guarantor;
(c) Dispositions of claims against customers, working interest owners, other industry partners or any other Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect thereto;
(d) Dispositions of funds collected for the beneficial interest of, or usedof the interests owned by, worn-royalty, overriding royalty or working interest owners;
(e) Dispositions of obsolete, worn out or surplus equipment, all equipment in the ordinary course of business;
(bf) the sale, assignment or other transfer Dispositions of accounts receivable, lease receivables or other rights to payment or any interest and notes receivable in the foregoing pursuant to any Securitization Transaction, together in each case ordinary course of business consistent with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentpast practices;
(cg) Dispositions of property by the Permitted Initial MLP Asset Transfer, any Subsidiary to the Borrower Permitted MLP Equity Transfer or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiaryany Permitted GP Equity Transfer; and
(dh) other dispositions which are made for fair market value; provided that any Disposition of interests in Oil and Gas Properties, or of any Equity Interests in any Person holding Oil and Gas Properties (including without limitation, (i) at any MLP Asset Transfer other than the time of any such disposition, no Event of Default shall exist or shall result from such disposition Permitted Initial MLP Asset Transfer and (ii) any Denbury Asset Transfer, but excluding the aggregate value of all assets so disposed of by Permitted Initial MLP Asset Transfer, any MLP Equity Transfer and any GP Equity Transfer) with respect to which the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterPermitted Transfer Conditions are satisfied.
Appears in 1 contract
Samples: Term Loan Agreement (Venoco, Inc.)
Disposition of Assets. The Borrower Company and the other Borrowers shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of their respective Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the salelost or significantly damaged equipment (e.g., assignment or other transfer of accounts receivable, lease receivables or other rights to payment or any interest lost in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymenthole);
(c) Dispositions the sale of property by any Subsidiary equipment to the Borrower extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or to a Wholly-Owned Subsidiary; provided that if the transferor proceeds of such property is not an Excluded Subsidiary, sale are reasonably promptly applied to the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiarypurchase price of such replacement equipment; and
(d) other dispositions not otherwise permitted hereunder which are made for fair market value; provided provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and disposition, (ii) the aggregate sales price from such disposition shall be paid in cash or otherwise on payment terms satisfactory to the Company or the applicable other Borrower(s) or Subsidiaries, and (iii) the aggregate book value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) Company, the other Borrowers and their respective Subsidiaries, together, shall not exceed 20be reduced at any time to an amount which is less than 80% of Consolidated Tangible Assets as the aggregate book value of all assets of the last day Company, the other Borrowers and their respective Subsidiaries, together, on the Closing Date as reflected on the Pro Forma Balance Sheet; provided, further, that this subsection 7.02(d) does not authorize dispositions of accounts receivable, with or without recourse, except in connection with the sale of the most recently ended fiscal quarterassets of a Subsidiary or an operating unit or division thereof to whom such accounts receivable are payable.
Appears in 1 contract
Disposition of Assets. The Borrower In case the Company shall notreorganize its capital, and shall ----------------------- reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not permit any Subsidiary (other than any Allied Unrestricted Subsidiary the surviving corporation or any Republic Insurance Entity) towhere there is a change in or distribution with respect to the Common Stock of the Company), directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one all or a series substantially all its property, assets or business to another corporation and, pursuant to the terms of transactions) such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including accounts and notes receivable, with warrants or without recourseother subscription or purchase rights) in addition to or enter into any agreement to do any in lieu of common stock of the foregoing successor or acquiring corporation (including any sale-leaseback"Other Property"), except:
are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (aif other than the Company) dispositions shall expressly assume the due and punctual observance and performance of inventoryeach and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 13. For purposes of this Section 13, "common stock of the successor or usedacquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, worn-out or surplus equipment, all in the ordinary course shares of business;
(b) the sale, assignment stock or other transfer securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of accounts receivable, lease receivables a specified date or the happening of a specified event and any warrants or other rights to payment subscribe for or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (i) at the time of purchase any such dispositionstock. The foregoing provisions of this Section 13 shall similarly apply to successive reorganizations, no Event reclassifications, mergers, consolidations or disposition of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterassets.
Appears in 1 contract
Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer Sell or otherwise dispose of (whether in one of, or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do permit any of its Material Subsidiaries to sell or otherwise dispose of, any assets (including, without limitation, the foregoing capital stock of any Subsidiary) except for (including any sale-leaseback), except:
i) proposed divestitures publicly disclosed as of the Effective Date or otherwise disclosed to the Administrative Agent and the Lenders prior to the Effective Date; (aii) dispositions (x) sales of inventory, inventory or used, obsolete or worn-out property by the Borrower or surplus equipment, all any of its Subsidiaries in the ordinary course of business;
, (by) the salesales, assignment leases or other transfer transfers of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of by the Borrower or such Subsidiary supporting, securing or otherwise relating any of its Subsidiaries to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiaryor to a third party in connection with the asset value recovery program to be established with GOIndustries, or (z) sales by Non-Loan Parties of property no longer used or useful; and
(diii) the sale, lease, transfer or other disposition of any assets (A) by any Loan Party to any other Loan Party, (B) by any Non-Loan Party to any Loan Party or (C) by any Non-Loan Party to any other Non-Loan Party; (iv) sales, transfers or other dispositions which are made for fair market valueof assets in connection with the Tooling Program; provided that (iv) at the time transfer by any US Loan Party of certain machinery, equipment and inventory to Sxxxxx X.X. or any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) its Subsidiaries so long as the aggregate value of all such assets transferred does not exceed $50,000,000; (vi) any sale, lease, transfer or other disposition made in connection with any Investment permitted under Sections 5.02(g)(ii), (v), (vi) or (ix) hereof; (vii) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business and the abandonment of intellectual property deemed no longer useful; (viii) equity issuances by any subsidiary to the Borrower or any other subsidiary to the extent such equity issuance constitutes an Investment permitted pursuant to Section 5.02(g)(iv); (ix) transfers of receivables and receivables related assets or any interest therein by any Foreign Subsidiary in connection with any factoring or similar arrangement, subject to compliance with Section 5.02(b)(vi); (x) other sales, leases, transfers or dispositions of assets for fair value at the time of such sale (as reasonably determined by Borrower) so long as (A) in the case of any sale or other disposition, not less than 75% of the consideration is cash, (B) no Default or Event of Default exists immediately before or after giving effect to any such sale, lease, transfer or other disposition, and (C) in the case of any sale, lease transfer or other disposition by any Loan Party, the fair value of all such assets sold, leased, transferred or otherwise disposed of by the Borrower and its Subsidiaries in any one-fiscal year period (calculated as of the date of any such disposition) shall does not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarteran amount equal to $25,000,000.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (Dana Corp)
Disposition of Assets. The Borrower Culligan shall not, and shall not permit any --------------------- Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivableproperty, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions the sale or lease of inventory, or inventory and of used, worn-out or surplus equipmentequipment or other assets, and the licensing of intellectual property, all in the ordinary course of business;
(b) the salesale of machinery or equipment to the extent that such machinery or equipment is exchanged for credit against the purchase price of similar replacement machinery or equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables such sale are reasonably promptly applied to the purchase price of similar replacement machinery or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentequipment;
(c) Dispositions dispositions of property by (including stock or other ownership or equity interests in any Subsidiary to the Borrower or Person but excluding accounts and notes receivable not related to a Wholly-Owned Subsidiary; provided that if the transferor of such property is Person or division being disposed of) not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions otherwise permitted hereunder which are made for fair market value; provided that (i) at the time of any -------- such disposition, (i) no Event of Default shall exist or shall Unmatured Event of Default exists or will result from such disposition therefrom and (ii) the aggregate book value of all assets property so disposed of (net of any liabilities related to such property assumed by the Borrower buyer of such property) by Culligan and its Subsidiaries during the term of this Agreement shall not, at the time of any disposition, exceed 15% of the total consolidated assets of Culligan and its Subsidiaries; and
(d) dispositions of property (including stock or other ownership or equity interests in any one-year period (calculated as of the date of Person but excluding accounts and notes receivable not related to a Person or division being disposed of) by Culligan to any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterSubsidiary or by any Subsidiary to Culligan or another Subsidiary.
Appears in 1 contract
Disposition of Assets. The Borrower shall will not, and shall will not permit or cause any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any property (including accounts and notes receivableportion of its assets, with business or without recourse) properties, or enter into any agreement arrangement with any Person providing for the lease by Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by Borrower or such Subsidiary to such Person, or agree to do any of the foregoing (including any sale-leaseback)foregoing, exceptexcept for:
(ai) dispositions sales or pledges of inventoryinvestments by the Insurance Subsidiaries in the ordinary course of business, including in connection with Federal Home Loan Bank borrowings;
(ii) the sale or exchange of used or obsolete equipment to the extent (A) the proceeds of such sale are applied towards, or usedsuch equipment is exchanged for, worn-out similar replacement equipment or surplus equipment, all (B) such equipment is no longer necessary for the operations of Borrower or its applicable Subsidiary in the ordinary course of business;
(biii) the sale, assignment lease or other transfer disposition of accounts receivableassets by a Subsidiary of Borrower to Borrower or to another Wholly Owned Subsidiary, lease receivables to the extent permitted by applicable Requirements of Law and each relevant Insurance Regulatory Authority, provided that (A) immediately after giving effect thereto, no Default or other rights Event of Default would exist, (B) in no event shall Borrower contribute, sell or otherwise transfer, or permit VFIC to payment issue or sell, any interest in of the foregoing pursuant capital stock of VFIC to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related theretoother Subsidiary, and (C) such sale or disposition would not adversely affect the ability of any collateral, guaranties or property or claims in favor of the Borrower or such Insurance Subsidiary supporting, securing party thereto to pay dividends or otherwise relating make distributions to such receivables or other rights to paymentits parent;
(civ) Dispositions the sale or other disposition of property by any Subsidiary Borrower Margin Stock to the extent the fair market value thereof exceeds 25% of the fair market value of the assets of Borrower or to a Wholly-Owned Subsidiary; and its Subsidiaries (including Borrower Margin Stock), provided that if the transferor of such property fair value is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiaryreceived in exchange therefor; and
(dv) other dispositions which are made for fair market value; the sale or disposition of assets outside the ordinary course of business, provided that (iA) at the time of net proceeds from any such disposition, no Event sale or disposition do not exceed an amount equal to the least of Default shall exist or shall result from such disposition and the following: (ii1) 10% of the aggregate value total assets of all assets so disposed of by the Borrower and its Subsidiaries on a consolidated basis, (2) 10% of the total revenues of Borrower and its Subsidiaries on a consolidated basis, and (3) 10% of the total net earnings of Borrower and its Subsidiaries on a consolidated basis, in any one-year period (calculated each case as determined as of the date of the financial statements of Borrower and its Subsidiaries most recently delivered under Section 5.1 prior to such time (or, with regard to determinations at any such disposition) shall not exceed 20% time prior to the initial delivery of Consolidated Tangible Assets financial statements under Section 5.1, as of the date of the most recent financial statements referred to in Section 4.11(a)), (B) immediately after giving effect thereto, Borrower would be in compliance with the provisions of Section 6.2, such compliance determined on a pro forma basis in accordance with Generally Accepted Accounting Principles as if such sale or disposition had been consummated on the last day of the then most recently ended fiscal quarter, (C) immediately after giving effect thereto, no Default or Event of Default would exist, and (D) in no event shall Borrower or any of its Subsidiaries sell or otherwise dispose of any of the capital stock or other ownership interests of VFIC or any other Significant Subsidiary.
Appears in 1 contract
Disposition of Assets. The Borrower shall not, and shall not suffer or permit any Material Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, worn-out out, obsolete or surplus equipmentequipment or other assets not practically usable in the business of the Borrower, all in the ordinary course of business;
(b) the salesale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions dispositions of property assets in the ordinary course of business by the Borrower or any Subsidiary of its Subsidiaries to the Borrower or any other of its Subsidiaries pursuant to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; andreasonable business requirements;
(d) other dispositions which are made for fair market valueof Permitted Receivables (including software, books and records related to Permitted Receivables) pursuant to the Permitted Receivables Purchase Facility;
(e) dispositions in connection with a sale/leaseback transaction involving real or personal property of the Borrower or its Subsidiaries; provided provided, that any such sale/leaseback transaction is otherwise permitted under this Agreement;
(f) dispositions not otherwise permitted hereunder; provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition disposition, and (ii) the aggregate net book value of all assets so disposed of sold by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) Subsidiaries, together, shall not exceed 20in any fiscal year an amount equal to 5% of Consolidated Tangible Total Assets as of the last day of the most recently ended Borrower for such fiscal quarteryear; and
(g) dispositions listed on Schedule 8.2.
Appears in 1 contract
Disposition of Assets. The Borrower shall notNo Loan Party shall, and no Loan Party shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property Property (including the Equity Interests of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement (except to the extent such agreement is conditioned on obtaining any required consent or amendment hereunder) to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions sales to any Person of inventory, or used, worn-worn out or surplus equipment, all in the ordinary course of business;
(b) any of the salefollowing, assignment or other transfer of accounts receivable, lease receivables or other rights subject to payment or Section 6.17 hereof:
(i) dispositions by any interest in the foregoing pursuant Subsidiary that is not a Loan Party to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such any other Subsidiary;
(ii) dispositions by any Loan Party to any other Loan Party; and
(iii) dispositions of any Property that does not constitute ABL Priority Collateral (other than cash or Cash Equivalents and intercompany notes) by any Loan Party to any Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentthat is not a Loan Party;
(c) Dispositions of property in a transaction authorized by any Subsidiary to the Borrower Section 6.03 or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; andSection 6.04;
(d) the sale of payment obligations owing to any Subsidiary of the Borrower that is not a Loan Party under sale or service contracts in connection with limited recourse third party financing of such contracts consistent with prudent business practices;
(e) other sales, assignments, leases, conveyances, transfers and other dispositions which are made for fair market valueof assets after the Effective Date; provided that the aggregate book value of all assets so sold, leased, conveyed, transferred or disposed of shall not exceed (x) in any Fiscal Year, 7.5% of the Consolidated Assets or (y) in all such transactions occurring after the Effective Date, 15% of the Consolidated Assets, with the Consolidated Assets being determined, for the purpose of applying the foregoing percentage test, based on the financial statements most recently delivered pursuant to Section 5.01 (or, if prior to the date of delivery of the first financial statements to be delivered pursuant to Section 5.01, the most recent financial statements referred to in Section 3.11(a)); provided, further, that (i) at the time of any such disposition, (x) no Default or Event of Default shall exist or shall result from such disposition and (y) after giving pro forma effect to (1) any disposition of Accounts included as part of such disposition and (2) any repayment of Loans substantially concurrent with such disposition, the Aggregate Revolving Exposure would not exceed the Borrowing Base, (ii) the aggregate value of all assets so disposed of by Loan Parties were in compliance with the Borrower and its Subsidiaries covenants set forth in any one-year period (calculated Section 6.18 as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day end of the most recently ended fiscal quarterrecent Fiscal Quarter for which financial statements have been delivered hereunder (regardless of whether any such covenant is required to be tested as of such date pursuant to Section 6.18), computed on a pro forma basis, and (iii) any such sales, assignments, leases, conveyances, transfers and other dispositions shall be made for Fair Market Value and, during any period during which the Administrative Agent shall be exercising its right to cash dominion pursuant to Section 5.11, for at least 75% Cash Consideration;
(f) sales, assignments, leases, conveyances, transfers or other dispositions of assets by Specified JVs; and
(g) (i) Permitted Sales-Type Lease Transactions and (ii) assignments of STL Related Accounts in connection with any Permitted Sales-Type Lease Transaction to a Qualified Trustee pursuant to a Qualified Trust Arrangement, so long as (A) the interest of the Loan Parties in such STL Related Accounts remains subject to the security interest of the Administrative Agent under the Collateral Documents, (B) such STL Related Accounts are not included in the calculation of the Borrowing Base, (C) the Borrower has determined in its commercially reasonable discretion that it is not practicable to consummate such Permitted Sales-Type Transaction without the assignment of such STL Related Accounts and (D) the purchaser in connection with such Permitted Sales-Type Lease Transaction has entered into an agreement in form and substance reasonably acceptable to the Administrative Agent which includes provisions to the effect that such purchaser recognizes the Administrative Agent’s security interest in such STL Related Accounts;
(h) Sale and Leaseback Transactions permitted by Section 6.15;
(i) the sale, transfer or disposition to customers of products, buildings, properties, systems, infrastructure or other assets constructed, developed or otherwise acquired for or on behalf of such customers; and
(j) dispositions of cash and Cash Equivalents as consideration for goods and services, expenses (including compensation expense) or other transactions permitted under, or not prohibited by, this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Unisys Corp)
Disposition of Assets. The No Borrower shall notwill, and shall not permit nor will it permit, any of its Restricted Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, conveyassign, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including its assets to any sale-leaseback)Person, exceptincluding, without limitation, pursuant to a Sale and Leaseback Transaction, except that:
(a) dispositions Any Borrower or any Subsidiary may engage in a transaction permitted by Section 8.3;
(b) Any Foreign Subsidiary which is a Wholly-Owned Subsidiary may transfer, sell or assign any of inventoryits assets to another Foreign Subsidiary which is a Wholly-Owned Subsidiary;
(c) Any Borrower or any Subsidiary may sell, transfer or used, worn-out or surplus equipment, all otherwise dispose of inventory and Cash Equivalents in the ordinary course of business;
(bd) the saleAny Borrower or any Subsidiary may permit to exist Liens upon its assets which are permitted by Section 8.1;
(e) Any Borrower or any Subsidiary may sell, assignment assign, transfer or otherwise dispose of an Investment permitted under Sections 8.7(d) and 8.7(g);
(f) Any Borrower and any Subsidiary may sell, assign, transfer or otherwise dispose of its assets to a Borrower or any Wholly-Owned Domestic Subsidiary which is a Restricted Subsidiary (other transfer of accounts receivablethan Airstar Corporation, Huntsman Headquarters Corporation or IRIC);
(g) Any Borrower or any Subsidiary may sell, lease receivables or other rights to payment or otherwise dispose of any interest assets in the foregoing pursuant to any Securitization Transactionordinary course of business which, together in the reasonable judgment of the Company, have become uneconomic, obsolete or worn out and may sell or discount, in each case without recourse and in the ordinary course of business, 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 collections bulk sale or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor financing of the Borrower or such Subsidiary supporting, securing or receivables not otherwise relating to such receivables or other rights to paymentpermitted under clause (k) below);
(ch) Dispositions of property by Any Borrower or any Subsidiary may enter into operating leases as lessor in the ordinary course of business which are not substantially equivalent to sales;
(i) Any Borrower or any Subsidiary may enter into assignments and licenses of intellectual property in the ordinary course of business;
(j) Any Borrower and any Subsidiaries may sell railcars acquired after the Closing Date in connection with sale and leaseback transactions;
(k) Any Borrower or any Restricted Subsidiary may dispose of any of its assets if the aggregate fair market value (at the time of disposition thereof) of all assets disposed of by the Borrowers and their Restricted Subsidiaries subsequent to the Borrower or Closing Date pursuant to a Wholly-Owned Subsidiary; provided that if this clause (k) plus the transferor aggregate fair market value (net, in the case of the real estate owned by Huntsman Headquarters Corporation, of the debt secured by such property is real estate) of all the assets then proposed to be disposed of does not an Excluded Subsidiary, exceed $50,000,000 per annum and $150,000,000 in the transferee must either be aggregate from and after the Borrower or a Subsidiary that is not an Excluded SubsidiaryClosing Date; and
(dl) other dispositions which are made for fair market value; provided that (i) at the time Borrowers and their Subsidiaries may sell, transfer or otherwise dispose of any asset in connection with any Sale and Leaseback Transaction involving Indebtedness, Capitalized Lease Obligations or an Operating Financing Lease otherwise permitted hereunder so long as, in the case of a transaction involving operating assets, such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as transaction occurs within 120 days of the date of any acquisition by such disposition) shall not exceed 20% of Consolidated Tangible Assets as Borrower or Subsidiary of the last day of the most recently ended fiscal quarterasset sold, transferred or otherwise disposed of.
Appears in 1 contract
Disposition of Assets. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, (x) issue any equity interests of any Subsidiary to any Person which is not the Company or a Subsidiary or (y) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (property, including accounts and notes receivable, with or without recourse) recourse (each, an "Asset Disposition"), or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the salesale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Asset Dispositions of property by any Subsidiary to the Borrower or to a any Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is party to the Subsidiary Guaranty;
(d) sale/leaseback transactions involving an aggregate consideration not an Excluded Subsidiaryto exceed $10,000,000 after the date hereof;
(e) the transfer of Lease Assets to Leasing Subsidiaries solely in connection with Leasing Transactions;
(f) the sale or other disposition of the assets or stock of Summit Performance Systems, Inc. in exchange for cash or a promissory note; provided, that any such promissory note is pledged to the Agent pursuant to the Pledge Agreement;
(g) the sale of Nations Casualty Insurance, Inc.; and
(dh) other dispositions not otherwise permitted hereunder which are made for fair market value; provided provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition disposition, (ii) at least 75% of the aggregate sales price from such dispositions shall be paid in cash, and (iiiii) the aggregate value of all assets so disposed of sold by the Borrower Company and its Subsidiaries after the date hereof, together, shall not (x) represent more than 10% of Net Worth, as would be shown in any onethe consolidated financial statements of the Company and its Subsidiaries as at the end of the fiscal quarter next preceding the date on which such determination is made, or (y) be responsible for more than 10% of the consolidated net revenues or consolidated net income of the Company and its Subsidiaries for the 12-year month period (calculated ending as of the end of the fiscal quarter next preceding the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterdetermination.
Appears in 1 contract
Disposition of Assets. The Borrower shall will not, and shall will not permit or cause any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any property portion of its assets, business or properties (including accounts and notes receivableincluding, with without limitation, any Capital Stock of any of its Subsidiaries), or without recourse) or enter into any agreement agree to do any of the foregoing (including any sale-leaseback)foregoing, exceptexcept for:
(ai) sales, transfers, leases, licenses or other dispositions of inventory, or usedmaterials and other property and assets (including intellectual property), worn-out or surplus equipment, all in each case in the ordinary course of business;
(bii) the sale, assignment exchange or other transfer disposition of accounts receivableCash Equivalents in the ordinary course of business;
(iii) the sale, lease receivables or other rights to payment disposition of assets by the Borrower or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor Subsidiary of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Domestic Subsidiary Guarantor (or by any Foreign Subsidiary to another Foreign Subsidiary; , provided that if the transferor no Foreign Subsidiary that is a Subsidiary Guarantor may sell, lease or otherwise dispose of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or any assets to a Foreign Subsidiary that is not an Excluded Subsidiary; and
a Subsidiary Guarantor pursuant to this clause (d) other dispositions which are made for fair market value; provided that (i) at the time of any such dispositioniii)), in each case so long as no Event of Default shall exist have occurred and be continuing or shall would result from such disposition and therefrom;
(iiiv) the aggregate value sale, exchange or other disposition in the ordinary course of all business of equipment or other capital assets so disposed no longer used or useful in the business of by the Borrower and its Subsidiaries in Subsidiaries;
(v) the sale or disposition of assets (other than the Capital Stock of Subsidiaries) outside the ordinary course of business for fair value and for cash, provided that (x) the aggregate amount of Net Cash Proceeds from all such sales or dispositions that are consummated during any one-year period (calculated as of the date of any such disposition) Reference Period shall not exceed 20% $2,000,000 (and the aggregate amount of Consolidated Tangible Assets as Net Cash Proceeds from all such sales or dispositions that are consummated by Foreign Subsidiaries during any Reference Period shall not exceed $1,000,000), (y) if such sale or disposition shall be an “Asset Disposition” hereunder, such Net Cash Proceeds shall be reinvested or applied to the prepayment of the last day Loans in accordance with the provisions of the most recently ended fiscal quarterSection 2.6(g), and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and
(vi) any merger, consolidation or other transaction expressly permitted under Section 8.1.
Appears in 1 contract
Disposition of Assets. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a “Disposition”) (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions Dispositions of inventory, or used, worn-out out, obsolete or surplus equipmentequipment or intellectual property, all in the ordinary course of business;
(b) Dispositions of equipment and other fixed assets to the sale, assignment extent that such equipment or other transfer fixed assets is exchanged for credit against the purchase price of accounts receivable, lease receivables similar replacement equipment or other rights fixed assets, or the proceeds of such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables replacement equipment or other rights to paymentfixed assets;
(c) Dispositions of property by any Subsidiary to the Borrower or Accounts Receivable pursuant to a Permitted Receivables Purchase Facility;
(d) Disposition of assets received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
(e) Dispositions of assets between and among the Company and its Wholly-Owned Subsidiary; provided Subsidiaries that if are Domestic Subsidiaries, and Dispositions of assets between and among Wholly-Owned Subsidiaries of the transferor Company that are Foreign Subsidiaries;
(f) sales of Accounts Receivable by Foreign Subsidiaries which do not provide directly or indirectly for recourse for credit losses against the seller of such property is not an Excluded Subsidiary, Accounts Receivable or against any of such seller’s Affiliates and which are done on customary market terms or on other terms satisfactory to the transferee must either be the Borrower or a Subsidiary that is not an Excluded SubsidiaryAdministrative Agent; and
(dg) other dispositions Dispositions not otherwise permitted hereunder which are made for fair market value; provided provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash (provided, that the Company may accept promissory notes in an aggregate principal amount outstanding at any time not to exceed $10,000,000), and (iiiii) the aggregate value of all assets so disposed of sold by the Borrower Company and its Subsidiaries pursuant to this subsection (g), together, shall not exceed in any one-year period fiscal year, ten percent (calculated 10%) of Consolidated Total Assets as of the date end of the most recent fiscal year (but excluding, for purposes of calculation of such ten percent (10%) amount, the assets of any such dispositionoperating business sold as a whole in compliance with the proviso at the end of this subsection), provided further that the sale by the Company or any Subsidiary of one or more operating business in one year which, in the aggregate, accounts for more than ten percent (10%) of EBITDA of the Company as of the most recently ended fiscal year shall not exceed 20% require the consent of Consolidated Tangible Assets the Required Lenders and the Company, on a pro forma basis calculated as of the last day of the most recently ended completed fiscal quarter, shall be in compliance with the Leverage Ratio as of the date of such Disposition.
Appears in 1 contract
Disposition of Assets. The Borrower shall will not, and shall will not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly become a party to or indirectlyagree to or effect any disposition of assets, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), exceptother than:
(a) dispositions the sale by the Borrower or its Subsidiaries of inventory, the licensing of intellectual property and the disposition of obsolete or usedworn out assets, worn-out or surplus equipment, all in each case in the ordinary course of businessbusiness consistent with past practices;
(b) the sale, assignment lease, transfer or other transfer disposition by any Subsidiary of accounts receivable, lease receivables the Borrower of any or other rights all of its assets (upon voluntary liquidation or otherwise) to payment the Borrower or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor a wholly-owned Domestic Subsidiary of the Borrower or such the making of any Investment permitted by Section 9.3, and any Subsidiary supporting, securing of the Borrower may sell or otherwise relating dispose of, or part with control of any or all of, the stock of any Subsidiary to a wholly-owned Domestic Subsidiary of the Borrower or to any other Subsidiary to the extent such receivables or other rights transfer constitutes an Investment permitted by Section 9.3; provided that in either case such transfer shall not cause such wholly-owned Domestic Subsidiary to paymentbecome a Foreign Subsidiary;
(c) Dispositions any Foreign Subsidiary of property the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or by any Subsidiary merger, consolidation, transfer of assets, or otherwise) to the Borrower or a wholly-owned Subsidiary of the Borrower and any Foreign Subsidiary of the Borrower may sell or otherwise dispose of, or part control of any or all of, the capital stock of, or other equity interests in, any Foreign Subsidiary of the Borrower to a Whollywholly-Owned Subsidiaryowned Subsidiary of the Borrower; provided that if the transferor of in either case such property is transfer shall not an Excluded cause a Domestic Subsidiary to become a Foreign Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and;
(d) the sale or other dispositions which are made for fair market valuedisposition by the Borrower or any of its Subsidiaries of other assets consummated after the Closing Date; provided that (i) at the time of any such dispositionsale or other disposition shall be made for fair value on an arm's length basis, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate fair market value of all such assets so sold or disposed of by under this clause after the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) Closing Date shall not exceed 20% of Consolidated Tangible Assets as of $10,000,000 and (iii) the Net Cash Sale Proceeds from such sale or other disposition shall be applied to the outstanding Obligations; provided that in the event that such Net Cash Proceeds would be applied to LIBOR Rate Loans on a day that is not the last day of the Interest Period with respect thereto, such Net Cash Proceeds shall, at the Borrower's option, as long as no Default or Event of Default has occurred and is continuing, be held by the Borrower and applied to such LIBOR Rate Loans on the last day of the respective Interest Periods for such LIBOR Rate Loans next ending most recently ended fiscal quarterclosely to the date of receipt of such Net Cash Proceeds; and
(e) the sale or transfer by the Borrower or any of its Subsidiaries of any property owned by it in order then or thereafter to lease such property or lease other property that the Borrower or such Subsidiary intends to use for substantially the same purpose as the property being sold or transferred; provided that the aggregate fair market value of all property so disposed shall not exceed $10,000,000.
Appears in 1 contract
Disposition of Assets. The Borrower Guarantor shall not, and shall --------------------- not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property Assets (including accounts and notes receivable, receivable (with or without recourse) and equipment sale-leaseback transactions) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, outmoded, worn-out or surplus equipment, all in the ordinary course Ordinary Course of businessBusiness;
(b) the salesale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;replacement equipment; and
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is dispositions not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions otherwise permitted hereunder which are made for fair market value; provided provided, that (i) at the time of any such disposition, -------- no Default or Event of Default under either of the Leases or the other Operative Agreements and no breach or default under this Guaranty shall exist or shall result from such disposition and disposition, (ii) the aggregate sales price from any disposition pursuant to a sale-leaseback transaction shall be paid in cash, (iii) sale-leaseback transactions shall only be permitted with respect to real property and equipment, and (iv) the aggregate fair market value of all assets (excluding real property and equipment subject to sale-leaseback transactions) so disposed of sold by the Borrower Guarantor and its Subsidiaries in any one-year period Subsidiaries, together with all other sales under this subsection (calculated as of the date of any such dispositionc) since September 21, 1994, shall not exceed in the aggregate 20% of Guarantor's Consolidated Tangible Assets Net Worth as calculated immediately prior to such disposition. Notwithstanding subsection 4.2.2(c) above, the disposition of accounts receivable shall not be permitted. Nothing in this Section 4.2.2 permits or ------------- authorizes any disposition of the last day Property or any portion thereof by Guarantor or any Subsidiary of Guarantor except as may be expressly permitted under the most recently ended fiscal quarterLeases.
Appears in 1 contract
Disposition of Assets. The Borrower shall will not, and shall will not permit or cause any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any property portion of its assets, business or properties (including accounts and notes receivableincluding, with or without recourse) limitation, any Capital Stock of any Subsidiary), or enter into any agreement arrangement with any Person providing for the lease by the Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by the Borrower or such Subsidiary to such Person, or agree to do any of the foregoing (including any sale-leaseback)foregoing, exceptexcept for:
(ai) dispositions sales of inventory, or used, worn-out or surplus equipment, all inventory in the ordinary course of business;
(bii) the sale or exchange of used or obsolete equipment to the extent (y) the proceeds of such sale are applied towards, or such equipment is exchanged for, replacement equipment or (z) such equipment is no longer necessary for the operations of the Borrower or its applicable Subsidiary in the ordinary course of business;
(iii) the sale or other disposition by St. Joe Xxxital I, Inc. of any or all of its assets, including any Margin Stock, and sales or dispositions of the assets of St. Joe Xxxital II, Inc. as provided in the Distribution and Recapitalization Agreement;
(iv) and the sale or disposition by the Borrower and its other Subsidiaries of any Borrower Margin Stock to the extent the fair market value thereof exceeds 25% of the fair market value of the assets of the Borrower and its Subsidiaries (including Borrower Margin Stock), provided that fair value is received in exchange therefor;
(v) the sale, assignment lease or other transfer disposition of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor assets by a Subsidiary of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if Subsidiary Guarantor if, immediately after giving effect thereto, no Default or Event of Default would exist;
(vi) the transferor of such property is not an Excluded Subsidiary, the transferee must either be sale or disposition by the Borrower or a and the Subsidiary that is not an Excluded Subsidiary; Guarantors of up to 350,000 acres of timberlands in the aggregate, and
(dvii) the sale or disposition of other dispositions which are made assets outside the ordinary course of business for fair market value; value and for cash, provided that (ix) the book value of such assets sold or disposed of, when aggregated with the net book value of all other assets sold in other sales and dispositions not otherwise specifically permitted under this Section that are consummated during the term hereof do not exceed ten percent (10%) of Consolidated Total Assets at the time of any such dispositionsale or disposition and (y) immediately after giving effect thereto, no Default or Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterwould exist.
Appears in 1 contract
Samples: Credit Agreement (St Joe Co)
Disposition of Assets. The Borrower shall will not, and shall will not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the sale, assignment or other transfer dispositions of accounts receivablereceivable in connection with (i) the collection or compromise thereof, lease receivables or other rights to payment or any interest all in the foregoing pursuant ordinary course of business, or (ii) the sale or transfer by WFB of its credit card receivables in a transaction to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or securitize such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreceivables;
(c) Dispositions licenses, sublicenses, leases or subleases granted to others in the ordinary course of property business and not interfering in any material respect with the business of the Borrower and its Subsidiaries;
(d) sales of unimproved parcels of real estate that are not required or anticipated to be required for the Borrower’s or any Subsidiary’s business purposes;
(e) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are applied with reasonable promptness to the purchase price of such replacement equipment;
(f) sales or transfers by any a Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not any other Subsidiary (other than an Excluded Subsidiary, the transferee must either be the Borrower Subsidiary or a Subsidiary that is not an Excluded Subsidiary; andWFB);
(dg) other dispositions of property during the term of this Agreement, the net book value of which are made in the aggregate does not exceed 8% of the Borrower’s consolidated total assets as shown on its balance sheet for fair market value; the immediately prior fiscal year;
(h) commercially reasonable securitizations of the assets of WFB;
(i) the sale or other disposition of (i) Investments that do not constitute Investments of the Borrower in any Subsidiary or of any Subsidiary in any other Subsidiary, and (ii) economic development bonds;
(j) the sale, merger, consolidation of WFB or all or substantially all of its assets, provided that (i) the Borrower provides written notice to the Administrative Agent not less than ten (10) days prior to the closing of any such transaction, and (ii) at the time of any and after giving effect to such disposition, transaction no Default or Event of Default shall exist have occurred and be continuing;
(k) (i) the sale, merger, consolidation, liquidation, winding up or shall result dissolution of any Excluded Subsidiary, provided that the Borrower will cause such sale, merger, consolidation, liquidation, winding up or dissolution to be completed not later than nine (9) months from such disposition the Effective Date, and (ii) the aggregate value sale, merger, consolidation, liquidation, winding up or dissolution of all assets so disposed of by any Subsidiary (other than WFB) that, after the Effective Date, does not pass the Material Subsidiary Test and, in each case provided that (1) the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarter.provides to the
Appears in 1 contract
Samples: Credit Agreement (Cabelas Inc)
Disposition of Assets. The Borrower shall notSell, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer lease or otherwise dispose of (whether in one any of, or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do permit any of the foregoing (its Subsidiaries to sell, lease or otherwise dispose of any of, its Properties, including any sale-leaseback)disposition of Property as part of a sale and leaseback transaction, exceptto or in favor of any Person, except for:
(ai) dispositions sales of inventory, or used, worn-out or surplus equipment, all Inventory and collections of Accounts in the ordinary course of business;
(bii) the sale, assignment or other transfer transfers of accounts receivable, lease receivables or other rights Property to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the a Borrower by another Borrower or by a wholly-owned Subsidiary of such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentBorrower;
(ciii) Dispositions dispositions of property by investments described in paragraphs (iv), (v), (vi) and (vii) of the definition of the term "Restricted Investments";
(iv) (A) sales, leases, transfers and other dispositions of Non-Core Fixed Assets, (B) the merger or consolidation of any Inactive Subsidiary to the Borrower or to any Person that does not own any assets other than Non-Core Fixed Assets with any other Person that is a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary Guarantor (provided that such other Person that is not an Excluded a Borrower or Subsidiary Guarantor is the Person surviving such merger or consolidation) and (C) the liquidation, dissolution or winding up of any Inactive Subsidiary;
(v) sales, leases and other dispositions of Property with a fair market value of up to $2,500,000 in the aggregate in any fiscal year, in each case so long as (a) no Event of Default is in existence or would result therefrom and (b) the consideration received in respect thereof is all cash and is equal to the fair market value thereof;
(vi) so long as no Event of Default exists, sales, leases or other dispositions of Equipment or other fixed assets that are worn, excess, damaged or obsolete or consist of scrap and that (other than in the case of scrap) are replaced with Equipment or other fixed assets that are usable in the ordinary course of business of the applicable Borrower or Subsidiary of a Borrower; and
(dvii) other dispositions which are made for fair market value; provided that (i) at licenses of Intellectual Property in the time ordinary course of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterbusiness.
Appears in 1 contract
Disposition of Assets. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, obsolete, uneconomic, worn-out or surplus equipmentequipment or intellectual property, all in the ordinary course of business;
(b) the salesale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities;
(d) sales, transfers and leases between the Company and any of its Subsidiaries or between any of its Subsidiaries and another of its Subsidiaries for book value;
(e) licenses or leases of property in the ordinary course of business;
(f) Investments permitted pursuant to Section 7.4;
(g) discounts of accounts receivable by the Company or any Subsidiary to of its Subsidiaries in the Borrower or to a Wholly-Owned Subsidiary; provided that if ordinary course of collection;
(h) the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiarytransactions set forth on Schedule 7.2; and
(di) other dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash, and (iiiii) the aggregate value of all assets so disposed of sold by the Borrower Company and its Subsidiaries Subsidiaries, together, in any one-fiscal year period (calculated shall not exceed 10% of the Consolidated Tangible Assets for such fiscal year measured as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of such sale at any time in such fiscal year based on the most recently ended fiscal quarterlast financial statements delivered by the Company pursuant to Section 6.1.
Appears in 1 contract
Disposition of Assets. The Borrower shall will not, and shall will not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) Guarantor to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or collectively a series of transactions"Disposition") any property of its properties or assets unless, after giving effect to such proposed Disposition, the aggregate net book value of all assets that were the subject of a Disposition during the twelve calendar months immediately preceding the date of such proposed Disposition (including accounts and notes receivable, with or without recoursethe "Disposition Date") or enter into any agreement to do any does not exceed 15% of Consolidated Assets as at the end of the foregoing (including quarterly fiscal period of the Borrower ended immediately prior to the Disposition Date. Any Disposition of shares of stock of any sale-leaseback)Subsidiary shall, exceptfor purposes of this Section, be valued at an amount that bears the same proportion to the book value of the total assets of such Subsidiary as the number of such shares bears to the total number of issued and outstanding shares of stock of such Subsidiary. Notwithstanding the foregoing, the following Dispositions shall not be taken into account under this Section 8.14:
(a) dispositions any Disposition of inventory, or used, worn-out or surplus equipment, all fixtures, supplies or materials made in the ordinary course of businessbusiness at fair value;
(b) any Disposition to the sale, assignment Parent or other transfer to a wholly-owned Material Subsidiary; and
(c) any Disposition the net proceeds of accounts receivable, lease receivables or other rights which are applied within 180 days of the related Disposition Date to payment or any interest in (x) the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, repayment of Consolidated Funded Indebtedness (and any collateral, guaranties or property or claims in favor associated premium) of the Borrower or such Subsidiary supporting, securing Guarantor or otherwise relating (y) the acquisition of assets (other than current assets) to such receivables or other rights to payment;
(c) Dispositions be used in the ordinary course of property by any Subsidiary to business of the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterGuarantor.
Appears in 1 contract
Disposition of Assets. The Borrower shall not, and shall not suffer or permit any Material Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, worn-out out, obsolete or surplus equipmentequipment or other assets not practically usable in the business of the Borrower, all in the ordinary course of business;
(b) the salesale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions dispositions of property assets in the ordinary course of business by the Borrower or any Subsidiary of its Subsidiaries to the Borrower or any other of its Subsidiaries pursuant to reasonable business requirements;
(d) dispositions of Permitted Receivables (including software, books and records related to Permitted Receivables) pursuant to the Permitted Receivables Purchase Facility;
(e) dispositions in connection with a Wholly-Owned Subsidiary; provided that if the transferor sale/leaseback transaction involving real or personal property of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary its Subsidiaries; provided, that any such sale/leaseback transaction is not an Excluded Subsidiaryotherwise permitted under this Agreement; and
(df) other dispositions which are made for fair market valuenot otherwise permitted hereunder; provided provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition disposition, and (ii) the aggregate net book value of all assets so disposed of sold by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) Subsidiaries, together, shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended in any fiscal quarteryear $60,000,000; and
(g) dispositions listed on Schedule 8.2.
Appears in 1 contract
Disposition of Assets. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, (x) issue any equity interests of any Subsidiary to any Person which is not the Company or a Subsidiary or (y) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (property, including accounts and notes receivable, with or without recourse) recourse (each, an "Asset Disposition"), or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the salesale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Asset Dispositions by the Company or any Subsidiary to any Wholly-Owned Subsidiary that is party to the Subsidiary Guaranty and Asset Dispositions permitted by Section 8.03(c);
(d) sales of accounts receivable and related rights (and of rights as lessor under capitalized leases and related equipment and rights) to or by a Securitization Subsidiary pursuant to a Permitted Securitization;
(e) sale/leaseback transactions involving an aggregate consideration not to exceed $10,000,000 after the date hereof;
(f) the transfer of Lease Assets to Leasing Subsidiaries solely in connection with Leasing Transactions;
(g) the sale or other disposition of the assets or stock of Summit Performance Systems, Inc. in exchange for cash or a promissory note; provided, that any such promissory note is pledged to the Agent pursuant to the Pledge Agreement;
(h) Asset Dispositions that are not otherwise permitted in this Section 8.02 and which are of property located outside of the United States; provided; that the aggregate fair market value of all such property disposed of after the date hereof (valued at the time of disposition) shall not exceed $10,000,000;
(i) Asset Dispositions of property by any Subsidiary (1) acquired pursuant to Section 8.04(a) or (2) acquired as an Investment pursuant to Section 8.04(b)-(p); provided, that the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor aggregate fair market value of such property is referred to in clause (2) shall not an Excluded exceed $10,000,000 after the date hereof;
(j) the granting of non-exclusive licenses of patents, trademarks and copyrights by the Company or any Subsidiary, ;
(k) Asset Dispositions identified on Schedule 8.02;
(l) sales at a discount in the transferee must either be ordinary course of business of accounts receivable arising out of sales by the Borrower Company or a Subsidiary that is not an Excluded Subsidiaryits Domestic Subsidiaries to Persons domiciled outside of the United States; and
(dm) other dispositions not otherwise permitted hereunder which are made for fair market value; provided provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition disposition, (ii) at least 75% of the aggregate sales price from such dispositions shall be paid in cash, and (iiiii) the aggregate value of all assets so disposed of sold by the Borrower Company and its Subsidiaries after the date hereof, together, shall not (x) represent more than 10% of Net Worth, as would be shown in any onethe consolidated financial statements of the Company and its Subsidiaries as at the end of the fiscal quarter next preceding the date on which such determination is made, or (y) be responsible for more than 10% of the consolidated net revenues or consolidated net income of the Company and its Subsidiaries for the 12-year month period (calculated ending as of the end of the fiscal quarter next preceding the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterdetermination.
Appears in 1 contract
Disposition of Assets. The Borrower BorrowerCompany shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, Securitization Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the sale, assignment or other transfer of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower BorrowerCompany or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions dispositions of property by any Subsidiary to the Borrower BorrowerCompany or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower BorrowerCompany or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower BorrowerCompany and its Subsidiaries in any one-year period during the term of this Agreement (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarter.
Appears in 1 contract
Disposition of Assets. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a "Disposition") (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions Dispositions of inventory, or used, worn-out out, obsolete or surplus equipmentequipment or intellectual property, all in the ordinary course of business;
(b) Dispositions of equipment and other fixed assets to the sale, assignment extent that such equipment or other transfer fixed assets is exchanged for credit against the purchase price of accounts receivable, lease receivables similar replacement equipment or other rights fixed assets, or the proceeds of such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables replacement equipment or other rights to paymentfixed assets;
(c) Dispositions of property by Accounts Receivable pursuant to a Permitted Receivables Purchase Facility;
(d) Disposition of assets received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
(e) Dispositions of assets between and among the Company and its Wholly-Owned Subsidiaries and the Disposition of assets from any other Subsidiary to the Borrower Company or to a Wholly-Owned Subsidiary; provided that if Subsidiary of the transferor Company;
(f) sales of Accounts Receivable by Foreign Subsidiaries which do not provide directly or indirectly for recourse for credit losses against the seller of such property is not an Excluded Subsidiary, Accounts Receivable or against any of such seller's Affiliates and which are done on customary market terms or on other terms satisfactory to the transferee must either be the Borrower or a Subsidiary that is not an Excluded SubsidiaryAgent; and
(dg) other dispositions Dispositions not otherwise permitted hereunder which are made for fair market value; provided provided, that (i) at the time of any such disposition, no Event of Default shall exist or 77 Credit Agreement - Idex Corporation 85 shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash (provided, that the Company may accept promissory notes in an aggregate principal amount outstanding at any time not to exceed $5,000,000), and (iiiii) the aggregate value of all assets so disposed of sold by the Borrower Company and its Subsidiaries pursuant to this clause (g), together, shall not exceed in any one-year period (calculated fiscal year, 10% of the consolidated total assets of the Company as of the date end of the most recent fiscal year (but excluding, for purposes of calculation of such 10% amount, the assets of any such disposition) shall not exceed 20operating business sold as a whole in compliance with the proviso at the end of this subsection), provided further that the sale by the Company or any Subsidiary of one or more operating business in one year which, in the aggregate, accounts for more than 10% of Consolidated Tangible Assets EBITDA of the Company as of the most recently ended fiscal year shall require the consent of the Majority Banks and, the Company, on a pro forma basis calculated as of the last day of the most recently ended completed fiscal quarter, shall be in compliance with the Leverage Ratio as of the date of such disposition.
Appears in 1 contract
Samples: Credit Agreement (Idex Corp /De/)
Disposition of Assets. The Borrower Culligan shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivableproperty, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions the sale or lease of inventory, or inventory and of used, worn-out or surplus equipmentequipment or other assets, and the licensing of intellectual property, all in the ordinary course of business;
(b) the salesale of machinery or equipment to the extent that such machinery or equipment is exchanged for credit against the purchase price of similar replacement machinery or equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables such sale are reasonably promptly applied to the purchase price of similar replacement machinery or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentequipment;
(c) Dispositions dispositions of property by (including stock or other ownership or equity interests in any Subsidiary to the Borrower or Person but excluding accounts and notes receivable not related to a Wholly-Owned Subsidiary; provided that if the transferor of such property is Person or division being disposed of) not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions otherwise permitted hereunder which are made for fair market value; provided that (i) at the time of any such disposition, (i) no Event of Default shall exist or shall Unmatured Event of Default exists or will result from such disposition therefrom and (ii) the aggregate book value of all assets property so disposed of (net of any liabilities related to such property assumed by the Borrower buyer of such property) by Culligan and its Subsidiaries during the term of this Agreement shall not, at the time of any disposition, exceed 15% of the total consolidated assets of Culligan and its Subsidiaries; and
(d) dispositions of property (including stock or other ownership or equity interests in any one-year period (calculated as of the date of Person but excluding accounts and notes receivable not related to a Person or division being disposed of) by Culligan to any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterSubsidiary or by any Subsidiary to Culligan or another Subsidiary.
Appears in 1 contract
Samples: Short Term Credit Agreement (Culligan Water Technologies Inc)
Disposition of Assets. The Borrower shall Parent will not, and shall will not permit or cause --------------------- any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any property portion of its assets, business or properties (including accounts and notes receivableincluding, with or without recourse) limitation, any Capital Stock of any Subsidiary), or enter into any agreement arrangement with any Person providing for the lease by Parent or any Subsidiary as lessee of any asset that has been sold or transferred by Parent or such Subsidiary to such Person, or agree to do any of the foregoing (including any sale-leaseback)foregoing, exceptexcept for:
(ai) dispositions sales of inventoryinventory and licenses or leases of intellectual property and other assets by the Borrower and its Subsidiaries, or used, worn-out or surplus equipment, all in each case in the ordinary course of business;
(bii) the sale, assignment sale or other transfer of accounts receivable, lease receivables or other rights to payment exchange by the Borrower or any interest in of its Subsidiaries of used or obsolete equipment to the foregoing pursuant to any Securitization Transactionextent (y) the proceeds of such sale are applied towards, together in each case with any collections or proceeds thereofsuch equipment is exchanged for, any collection replacement equipment or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor (z) such equipment is no longer necessary for the operations of the Borrower or such its applicable Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentin the ordinary course of business;
(ciii) Dispositions of property by any Subsidiary to the Borrower sale or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (i) at the time disposition of any such dispositionor all right, no Event title and interest of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in and to the assets and properties (other than cash) directly associated with the publications listed in SCHEDULE 8.4 (such assets and properties, collectively, the "Scheduled Titles"), and the sale or other disposition of any one-year period (calculated as Investments made by the contribution of any of the date Scheduled Titles to a joint venture, partnership or other Person (which may be a Subsidiary) as permitted by clause (xiii) of SECTION 8.5, in each case provided that, in the good faith -------- judgment of the Borrower, fair value is received in exchange for such sale or other disposition;
(iv) the sale, lease or other disposition of assets by a Subsidiary of the Borrower to the Borrower or to another Wholly Owned Subsidiary of the Borrower if, immediately after giving effect thereto, no Default or Event of Default would exist; and
(v) the sale or disposition of assets by Parent or any of its Subsidiaries outside the ordinary course of business for cash, provided -------- that (w) the Net Cash Proceeds from such sales or dispositions, when aggregated with the Net Cash Proceeds from all other sales and dispositions not otherwise specifically permitted under this SECTION 8.4 that are consummated during the same fiscal quarter or the period of three consecutive fiscal quarters immediately prior thereto, do not exceed $10,000,000 in the aggregate for Parent and its Subsidiaries, (x) to the extent not theretofore expended or committed to be expended within a reasonable period to acquire assets or properties or otherwise reinvested in the businesses of the Borrower, such Net Cash Proceeds are delivered to the Administrative Agent within 180 days after receipt thereof for application in prepayment of the Loans in accordance with the provisions of SECTION 2.6(e), (y) in no event shall Parent or any of its Subsidiaries sell or otherwise dispose of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day Capital Stock of any Subsidiary (other than a Subsidiary to which the most recently ended fiscal quarterBorrower has contributed no assets or properties other than assets consisting of Scheduled Titles), and (z) immediately after giving effect thereto, no Default or Event of Default would exist.
Appears in 1 contract
Disposition of Assets. The Borrower No Loan Party shall, nor shall not, and shall not it suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a "Disposition") (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions Dispositions of inventory, or used, worn-out out, obsolete or surplus equipmentequipment and other assets, all in the ordinary course of business;
(b) Dispositions of equipment to the saleextent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions of property assets (including leasehold interests and related assets) in connection with sale/leasebacks of stores developed by such Loan Party or any of its Subsidiaries in the ordinary course of business in amounts and under circumstances consistent with past practices;
(d) Dispositions of assets received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
(e) Dispositions of assets between and among a Loan Party and its Wholly- Owned Subsidiaries and the Disposition of assets from any other Subsidiary to the Borrower a Loan Party or to a Wholly-Owned Subsidiary; provided that if the transferor Subsidiary of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; andLoan Party;
(df) other dispositions Dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) at the time of any such dispositionDisposition, no Event of Default shall exist or shall result from such disposition Disposition and (ii) the aggregate value sales price of all assets so disposed of sold by the Borrower Holdco and its Subsidiaries Subsidiaries, together, shall not exceed in any one-fiscal year period 5% (calculated but for the fiscal year ending January 1997, 10%) of the total consolidated assets of Holdco and its Subsidiaries, determined in accordance with GAAP, as of the date beginning of such fiscal year; and
(g) Dispositions of Investments in joint ventures made pursuant to Section 8.04(i). Upon the permitted Disposition by any such disposition) shall not exceed 20% Guarantor of Consolidated Tangible Assets as all or substantially all of its assets to any Person (and after the subsequent distribution of the last day consideration received therefor by such Guarantor to any Loan Party or another Guarantor), such Guarantor shall be automatically released from its obligations under the Subsidiary Guaranty. The Agent shall provide written confirmation of the most recently ended fiscal quartersuch release to Holdco upon Holdco's request therefor.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Payless Shoesource Holdings Inc)
Disposition of Assets. The Borrower and each Guarantor shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of the Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose Dispose of (whether in one or a series of transactions) any property Property (including accounts and notes receivable, with or without recourse) or permit any GP to effect any GP Equity Transfer or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions the sale of inventoryinventory (including Oil and Gas sold as produced) which is sold in the ordinary course of business on ordinary trade terms; provided that no contract for the sale of Oil and Gas shall obligate the Borrower or any of its Restricted Subsidiaries to deliver Oil and Gas at a future date without receiving full payment therefor within 90 days after delivery;
(b) the sale or issuance of any Restricted Subsidiary’s Property or Capital Stock to Borrower or any other Wholly Owned Subsidiary that is a Guarantor;
(c) Dispositions of claims against customers, working interest owners, other industry partners or any other Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect thereto;
(d) Dispositions of funds collected for the beneficial interest of, or usedof the interests owned by, worn-royalty, overriding royalty or working interest owners;
(e) Dispositions of obsolete, worn out or surplus equipment, all equipment in the ordinary course of business;
(bf) the sale, assignment or other transfer Dispositions of accounts receivable, lease receivables or other rights to payment or any interest and notes receivable in the foregoing pursuant to any Securitization Transaction, together in each case ordinary course of business consistent with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentpast practices;
(cg) Dispositions of property by the Permitted Initial MLP Asset Transfer, any Subsidiary to the Borrower Permitted MLP Equity Transfer or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiaryany Permitted GP Equity Transfer; and
(dh) other dispositions which are made for fair market value; provided that any Disposition of interests in Oil and Gas Properties, or of any Equity Interests in any Person holding Oil and Gas Properties (including without limitation, (i) at any MLP Asset Transfer other than the time of any such disposition, no Event of Default shall exist or shall result from such disposition Permitted Initial MLP Asset Transfer and (ii) any Denbury Asset Transfer, but excluding the aggregate value of all assets so disposed of by Permitted Initial MLP Asset Transfer, any MLP Equity Transfer and any GP Equity Transfer) with respect to which the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterPermitted Transfer Conditions are satisfied.
Appears in 1 contract
Samples: Term Loan Agreement (Venoco, Inc.)
Disposition of Assets. The Each of Parent and the Borrower shall will not, and shall will not permit or cause any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any property portion of its assets, business or properties (including accounts and notes receivableincluding, with without limitation, any Capital Stock of any of its Subsidiaries), or without recourse) or enter into any agreement agree to do any of the foregoing (including any sale-leaseback)foregoing, exceptexcept for:
(ai) sales, transfers, leases, licenses or other dispositions of inventory, or usedmaterials and other property and assets (including intellectual property), worn-out or surplus equipment, all in each case in the ordinary course of business;
(bii) the sale, assignment exchange or other transfer disposition of accounts receivableCash Equivalents in the ordinary course of business;
(iii) the sale, lease receivables or other rights to payment disposition of assets by the Borrower or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor Subsidiary of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Domestic Subsidiary Guarantor (or by any Foreign Subsidiary to another Foreign Subsidiary; , provided that if the transferor no Foreign Subsidiary that is a Subsidiary Guarantor may sell, lease or otherwise dispose of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or any assets to a Foreign Subsidiary that is not an Excluded Subsidiary; and
a Subsidiary Guarantor pursuant to this clause (d) other dispositions which are made for fair market value; provided that (i) at the time of any such dispositioniii)), in each case so long as no Event of Default shall exist have occurred and be continuing or shall would result from such disposition and therefrom;
(iiiv) the aggregate value sale, exchange or other disposition in the ordinary course of all business of equipment or other capital assets so disposed no longer used or useful in the business of by the Borrower and its Subsidiaries in Subsidiaries;
(v) the sale or disposition of assets (other than the Capital Stock of Subsidiaries) outside the ordinary course of business for fair value and for cash, provided that (x) the aggregate amount of Net Cash Proceeds from all such sales or dispositions that are consummated during any one-year period (calculated as of the date of any such disposition) Reference Period shall not exceed 20% of Consolidated Tangible Assets as $1,000,000, (y) if such sale or disposition shall be an “Asset Disposition” hereunder, such Net Cash Proceeds shall be reinvested or applied to the prepayment of the last day Loans in accordance with the provisions of the most recently ended fiscal quarterSection 2.6(g), and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom; and
(vi) any merger, consolidation or other transaction expressly permitted under Section 8.1.
Appears in 1 contract
Disposition of Assets. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a “Disposition”) (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions Dispositions of inventory, or used, worn-out worn‑out, obsolete or surplus equipmentequipment or intellectual property, all in the ordinary course of business;
(b) Dispositions of equipment and other fixed assets to the sale, assignment extent that such equipment or other transfer fixed assets is exchanged for credit against the purchase price of accounts receivable, lease receivables similar replacement equipment or other rights fixed assets, or the proceeds of such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables replacement equipment or other rights to paymentfixed assets;
(c) Dispositions of property by any Accounts Receivable pursuant to a Permitted Receivables Purchase Facility;
(d) Disposition of assets received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
(e) Dispositions of assets between and among the Company and its Wholly-Owned Subsidiaries that are Domestic Subsidiaries, and Dispositions of assets between and among Wholly-Owned Subsidiaries of the Company that are Foreign Subsidiaries; provided that no Designated Borrower may make a Disposition of assets to a Foreign Subsidiary to unless such Foreign Subsidiary (i) is organized in the jurisdiction of organization of such Designated Borrower or to (ii) is either a Wholly-Owned Subsidiary; provided that if the transferor Subsidiary of such property is not an Excluded Subsidiary, the transferee must either be the Designated Borrower or such Designated Borrower is a Wholly-Owned Subsidiary that is of such Foreign Subsidiary;
(f) sales of Accounts Receivable by Foreign Subsidiaries which do not an Excluded Subsidiaryprovide directly or indirectly for recourse for credit losses against the seller of such Accounts Receivable or against any of such seller’s Affiliates and which are done on customary market terms or on other terms satisfactory to the Administrative Agent; and
(dg) other dispositions Dispositions not otherwise permitted hereunder which are made for fair market value; provided provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash (provided, that the Company may accept promissory notes in an aggregate principal amount outstanding at any time not to exceed $15,000,000), and (iiiii) the aggregate value of all assets so disposed of sold by the Borrower Company and its Subsidiaries pursuant to this subsection (g), together, shall not exceed in any one-year period (calculated fiscal year, 10% of Consolidated Total Assets as of the date end of the most recent fiscal year (but excluding, for purposes of calculation of such 10% amount, the assets of any such disposition) shall not exceed 20operating business sold as a whole in compliance with the proviso at the end of this subsection), provided further that the sale by the Company or any Subsidiary of one or more operating business in one year which, in the aggregate, accounts for more than 10% of Consolidated Tangible Assets EBITDA of the Company as of the most recently ended fiscal year shall require the consent of the Required Lenders and the Company, on a pro forma basis calculated as of the last day of the most recently ended completed fiscal quarter, shall be in compliance with the Leverage Ratio as of the date of such Disposition.
Appears in 1 contract
Samples: Credit Agreement (Idex Corp /De/)
Disposition of Assets. The Borrower shall Borrowers will not, and shall will not permit or cause any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) of their respective Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any property portion of its assets, business or properties (including accounts and notes receivableincluding, with or without recourse) limitation, any Capital Stock of any Subsidiary), or enter into any agreement arrangement with any Person providing for the lease by any Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by such Borrower or such Subsidiary to such Person, or agree to do any of the foregoing (including any sale-leaseback)foregoing, exceptexcept for:
(ai) dispositions sales of inventory, or used, worn-out or surplus equipment, all investments in the ordinary course of business;
(bii) the sale or exchange of used or obsolete equipment to the extent (y) the proceeds of such sale are applied towards, or such equipment is exchanged for, similar replacement equipment or (z) such equipment is no longer necessary for the operations of the applicable Borrower or its applicable Subsidiary in the ordinary course of business;
(iii) the sale, assignment lease or other transfer disposition of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor assets by a Subsidiary of the a Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-another Wholly Owned Subsidiary, to the extent permitted by applicable Requirements of Law and each relevant Insurance Regulatory Authority; provided that if (x) immediately after giving effect thereto, no Default or Event of Default would exist, (y) in no event shall Everest Group contribute, sell or otherwise transfer, or permit any Insurance Subsidiary to issue or sell, any of the transferor Capital Stock of such property is Insurance Subsidiary to any Person other than a Borrower, and (z) such sale or disposition would not an Excluded Subsidiary, adversely affect the transferee must either be ability of any Insurance Subsidiary party thereto to pay dividends or otherwise make distributions to the Borrower or a Subsidiary that is not an Excluded SubsidiaryBorrower; and
(div) other dispositions which are made for fair market valuethe sale or disposition of assets outside the ordinary course of business; provided that (ix) at the time of any such dispositionimmediately after giving effect thereto, no Default or Event of Default would exist, (y) in no event shall exist Everest Group sell or shall result from such disposition otherwise dispose of any of the Capital Stock or other ownership interests of Everest Bermuda or Everest International and (iiz) in no event shall a Borrower sell or otherwise dispose of any of the aggregate value Capital Stock or other ownership interests of all assets so disposed a Subsidiary Borrower to the extent that, after giving effect to such sale or other disposition, such Subsidiary Borrower is no longer (A) a Subsidiary of by the a Borrower and its Subsidiaries in any one-year period (calculated as B) a Borrower no longer possesses the power to direct or cause the direction of the date management and policies of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterSubsidiary Borrower.
Appears in 1 contract
Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, Not sell, assign, lease, conveyassign, transfer or otherwise dispose of any asset or interest therein, except that this Section 6.14 shall not apply to (whether in one or a series of transactionsi) any property (including accounts and notes receivable, with disposition of any asset or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all interest therein in the ordinary course of business;
, (ii) any disposition of obsolete or retired property not used or useful in its business, (iii) any disposition of any asset or interest therein (a) for cash or cash equivalents or (b) the salein exchange for utility plant, assignment equipment or other transfer utility assets, other than notes or other obligations, in each case equal to the fair-market value (as determined in good faith by the Board of Directors of the Borrower) of such asset or interest therein, and provided that such disposition does not constitute a disposition of all or substantially all of the assets of the Borrower, (iv) any disposition of an asset or any interest therein (exclusive of any disposition permitted by clause (v)) in exchange for notes or other obligations substantially equal to the fair-market value (as determined in good faith by the management of the Borrower or, if the consideration for such disposition exceeds $100,000,000, by the Board of Directors of the Borrower) of such asset or interest therein, provided that the aggregate amount of notes or other obligations received after the date hereof from any one obligor in one transaction or a series of transactions shall not exceed 15% of the net book value of the assets of the Borrower, (v) any disposition of accounts receivable, lease receivables notes receivable or other unbilled revenue, the rights related to payment or any interest in of the foregoing pursuant and property related to any Securitization Transaction, together of the foregoing in each case connection with Qualified Receivables Transactions and (vi) any collections disposition of an asset or proceeds thereof, interest therein (exclusive of any collection or deposit accounts related thereto, and disposition permitted under any collateral, guaranties or property or claims in favor of the foregoing clauses (i) through (v)) to an Affiliate of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables in exchange for notes or other rights to payment;
(c) Dispositions of property by any Subsidiary obligations substantially equal to the Borrower fair-market value (as determined in good faith by the Board of Directors of the Borrower) of such asset or to a Wholly-Owned Subsidiary; interest therein, provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value amount of all assets so disposed of notes or other obligations received by the Borrower and its Subsidiaries in any one-year period (calculated as from Affiliates of the Borrower in exchange for any asset or interest therein after the date of any such disposition) hereof shall not exceed 207.5% of Consolidated Tangible Assets as the net book value of the last day assets of the most recently ended fiscal quarterBorrower.
Appears in 1 contract
Disposition of Assets. The Borrower shall not, and nor shall not it permit any Subsidiary of its Subsidiaries (other than any Allied Unrestricted Subsidiary or any Republic Insurance EntityImmaterial Subsidiaries) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose Dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, receivable with or without recourse) or enter into any agreement to do recourse and Capital Stock of any of the foregoing (including any sale-leasebackits Subsidiaries whether newly issued or otherwise), except:
(a) dispositions (i) Dispositions of inventoryinventory and equipment in the ordinary course of business, (ii) Dispositions of cash or Cash Equivalents in the ordinary course of business or (iii) the unwinding of any Permitted Swap Obligations;
(b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment;
(c) Dispositions of Insurance Investments by any Insurance Subsidiary (or any Subsidiary of an Insurance Subsidiary);
(d) Dispositions by the Borrower to a Subsidiary of the Borrower or by any Subsidiary of the Borrower to the Borrower or any of the Subsidiaries of the Borrower;
(e) any Dispositions pursuant to Reinsurance Agreements and Statutory Reserve Financings entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice;
(f) any Disposition of used, worn-obsolete, surplus, damaged or worn out property disposed of by the Borrower or surplus equipment, all any of its Subsidiaries in the ordinary course of business and the disposition of Permitted Investments in the ordinary course of business;
(bg) foreclosure, condemnation, casualty or any similar action with respect to property or other assets;
(h) the salelicensing or sublicensing of patents, assignment trade secrets, know-how and other intellectual property, know-how or other transfer general intangibles and licenses, leases or subleases of accounts receivableother property which do not materially interfere with the business of the Borrower and its Subsidiaries as operated immediately prior to the granting of such license, lease receivables or other rights to payment sublease;
(i) Dispositions consisting of mergers, amalgamations and consolidations among the Borrower and its Subsidiaries, or of any interest in the foregoing pursuant to liquidation, winding up or dissolution of any Securitization Transactionof their Subsidiaries, together in each case to the extent permitted by Section 7.06;
(j) a sale/leaseback transaction that is made for cash consideration in an amount not less than the cost of the underlying fixed or capital asset and is consummated within 180 days after the Borrower or any Subsidiary acquires or completes the acquisition of such fixed or capital asset;
(k) dispositions of receivables in connection with any collections the compromise, settlement or proceeds thereofcollection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;
(l) to the extent allowable under Section 1031 of the Code, any collection exchange of like property for use in any business that is the same as or deposit accounts related theretorelated, and ancillary or complementary to any collateral, guaranties or property or claims in favor of the businesses of the Borrower and the Subsidiaries on the Closing Date and any reasonable extension or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentevolution of any of the foregoing;
(cm) Dispositions any sale of Capital Stock, Indebtedness or other securities, of (i) any Immaterial Subsidiary or (ii) any Subsidiary, including any Insurance Subsidiary, which becomes a Subsidiary of the Borrower after the Closing Date;
(n) the receipt by the Company or any Restricted Subsidiary of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective property or assets;
(o) operating leases in the ordinary course of business;
(p) the surrender or waiver of contract rights or litigation rights or the settlement, release or surrender of tort or other litigation claims of any kind;
(q) the transfer of improvements, additions or alterations in connection with the lease of any property;
(r) dispositions of Investments made out of the cash proceeds received from any Insurance Subsidiary permitted to be distributed in accordance with Section 7.07 hereof, pending further distribution in accordance with Section 7.07 hereof;
(s) an issuance of Capital Stock by any a Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor Guarantor;
(t) sales of such property is not an Excluded Subsidiary, the transferee must either be assets received by the Borrower or any Subsidiary upon the foreclosure on a Lien;
(u) sale of assets of a Subsidiary that is not which becomes a Subsidiary of the Borrower after the Closing Date;
(v) (i) sale of Equity Interests in an Excluded Immaterial Subsidiary, (ii) subject to the last paragraph of this Section 7.03, sale of Equity Interests in any Insurance Subsidiary (other than FGL Insurance) and (iii) other sales of assets (other than Equity Interests), so long as, in each such case (x) immediately before and after giving effect thereto, no Default shall have occurred and be continuing, and (y) no Rating Decline Event shall have occurred; and
(dw) other dispositions which are made for fair market value; provided that permitted by Section 7.07 hereof. Notwithstanding the foregoing neither the Borrower nor any Subsidiary thereof shall Dispose of (whether in one or a series of transactions) (i) at the time any Capital Stock of any such dispositionFGL Insurance, no Event of Default shall exist or shall result from such disposition and (ii) Capital Stock representing more than 49.9% of the aggregate value amount of all assets so disposed outstanding Capital Stock of by any Insurance Subsidiary of the Borrower and its Subsidiaries (other than FGL Insurance) in any one-year period (calculated as of existence on the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterClosing Date, in each case, whether newly issued or otherwise.
Appears in 1 contract
Disposition of Assets. The No Borrower shall not, and shall not permit any or Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, of a Borrower will directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of related transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the salesale of equipment to the extent that such equipment is exchanged for credit against the purchase price of other equipment used in connection with the Borrower’s business, assignment or the proceeds of such sale are applied with reasonable promptness to the purchase price of such other transfer of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentequipment;
(c) Dispositions sales or transfers of any property by any Subsidiary of a Borrower to the another Borrower that is a direct or to a indirect Wholly-Owned Subsidiary; provided that if Subsidiary of Xxxxx;
(d) the transferor sale or discount, in each case without recourse and in the ordinary course of business, of delinquent accounts and notes receivable arising in the ordinary course of business, but only in connection with the good faith compromise or collection thereof and not as part of any financing transaction;
(e) the lease or sublease in the ordinary course of business of a non-material portion of its property or assets to any other Person, to the extent such property is lease or sublease, as the case may be, does not and could not reasonably be expected to interfere in any material respect with the business of any Borrower and any interest or title of a lessor or sublessor under any lease (whether a Capitalized Lease or an Excluded SubsidiaryOperating Lease) permitted by this Agreement;
(f) the sale of Investments permitted pursuant to Sections 6.21(c) or (e), in each case in the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiaryordinary course of business; and
(dg) other dispositions which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the property with an aggregate net book value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended exceeding $5,000,000 per fiscal quarteryear.
Appears in 1 contract
Samples: Credit Agreement (Dolan Co.)
Disposition of Assets. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a “Disposition”) (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions Dispositions of inventory, or used, worn-out out, obsolete or surplus equipmentequipment or intellectual property, all in the ordinary course of business;
(b) Dispositions of equipment and other fixed assets to the sale, assignment extent that such equipment or other transfer fixed assets is exchanged for credit against the purchase price of accounts receivable, lease receivables similar replacement equipment or other rights fixed assets, or the proceeds of such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables replacement equipment or other rights to paymentfixed assets;
(c) Dispositions of property by any Accounts Receivable pursuant to a Permitted Receivables Purchase Facility;
(d) Disposition of assets received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
(e) Dispositions of assets between and among the Company and its Wholly-Owned Subsidiaries that are Domestic Subsidiaries, and Dispositions of assets between and among Wholly-Owned Subsidiaries of the Company that are Foreign Subsidiaries; provided that no Designated Borrower may make a Disposition of assets to a Foreign Subsidiary to unless such Foreign Subsidiary (i) is organized in the jurisdiction of organization of such Designated Borrower or to (ii) is either a Wholly-Owned Subsidiary; provided that if the transferor Subsidiary of such property is not an Excluded Subsidiary, the transferee must either be the Designated Borrower or such Designated Borrower is a Wholly-Owned Subsidiary that is of such Foreign Subsidiary;
(f) sales of Accounts Receivable by Foreign Subsidiaries which do not an Excluded Subsidiaryprovide directly or indirectly for recourse for credit losses against the seller of such Accounts Receivable or against any of such seller’s Affiliates and which are done on customary market terms or on other terms satisfactory to the Administrative Agent; and
(dg) other dispositions Dispositions not otherwise permitted hereunder which are made for fair market value; provided provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash (provided, that the Company may accept promissory notes in an aggregate principal amount outstanding at any time not to exceed $10,000,000), and (iiiii) the aggregate value of all assets so disposed of sold by the Borrower Company and its Subsidiaries pursuant to this subsection (g), together, shall not exceed in any one-year period (calculated fiscal year, 10% of Consolidated Total Assets as of the date end of the most recent fiscal year (but excluding, for purposes of calculation of such 10% amount, the assets of any such disposition) shall not exceed 20operating business sold as a whole in compliance with the proviso at the end of this subsection), provided further that the sale by the Company or any Subsidiary of one or more operating business in one year which, in the aggregate, accounts for more than 10% of Consolidated Tangible Assets EBITDA of the Company as of the most recently ended fiscal year shall require the consent of the Required Lenders and the Company, on a pro forma basis calculated as of the last day of the most recently ended completed fiscal quarter, shall be in compliance with the Leverage Ratio as of the date of such Disposition.
Appears in 1 contract
Samples: Amendment No. 2 to Amended and Restated Credit Agreement (Idex Corp /De/)
Disposition of Assets. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a "Disposition") (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions Dispositions of inventory, or used, worn-out out, obsolete or surplus equipmentequipment and other assets, all in the ordinary course of business;
(b) Dispositions of equipment to the saleextent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, assignment or other transfer the proceeds of accounts receivable, lease receivables or other rights such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to paymentreplacement equipment;
(c) Dispositions of property by assets received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
(d) Dispositions of assets between and among the Company and its Wholly-Owned Subsidiaries and the Disposition of assets from any other Subsidiary to the Borrower Company or a Wholly-Owned Subsidiary of the Company; provided that (i) at the time of any such Disposition, no Default or Event of Default shall exist or shall result after giving effect to such Disposition and (ii) the aggregate Dollar value of the assets subject to a Disposition from the Company to a Wholly-Owned Subsidiary; provided that if Subsidiary shall not exceed (when aggregated with all Dispositions effected pursuant to subsection 8.02(e)) in any fiscal year 10% of the transferor total consolidated assets of the Company and its Subsidiaries, determined in accordance with GAAP, as of the beginning of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiaryfiscal year; and
(de) other dispositions Dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) at the time of any such dispositionDisposition, no Default or Event of Default shall exist or shall result from after giving effect to such disposition Disposition and (ii) the aggregate value sales price of all assets so disposed of sold by the Borrower Company and its Subsidiaries Subsidiaries, together, shall not exceed (when aggregated with all Dispositions effected pursuant to subsection 8.02(d)) in any one-fiscal year period (calculated 10% of the total consolidated assets of the Company and its Subsidiaries, determined in accordance with GAAP, as of the date beginning of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarteryear.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Briggs & Stratton Corp)
Disposition of Assets. The Borrower In case the Company shall notreorganize its capital, and shall reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not permit any Subsidiary (other than any Allied Unrestricted Subsidiary the surviving corporation or any Republic Insurance Entity) towhere there is a change in or distribution with respect to the Common Stock of the Company), directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one its property, assets or a series business to another corporation and, pursuant to the terms of transactions) such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including accounts and notes receivable, with warrants or without recourseother subscription or purchase rights) in addition to or enter into any agreement to do any in lieu of common stock of the foregoing successor or acquiring corporation (including any sale-leaseback"Other Property"), except:
are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive, at the option of the Holder, (a) dispositions upon exercise of inventorythis <PAGE> Warrant, the number of shares of Common Stock of the successor or usedacquiring corporation or of the Company, worn-out if it is the surviving corporation, and Other Property receivable upon or surplus equipmentas a result of such reorganization, all in reclassification, merger, consolidation or disposition of assets by a Holder of the ordinary course number of business;
shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) cash equal to the salevalue of this Warrant as determined in accordance with the Black Scholes option pricing formula. In case of any such reorganization, assignment reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 12. For purposes of this Section 12, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other transfer securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of accounts receivable, lease receivables a specified date or the happening of a specified event and any warrants or other rights to payment subscribe for or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment;
(c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; and
(d) other dispositions which are made for fair market value; provided that (i) at the time of purchase any such dispositionstock. The foregoing provisions of this Section 12 shall similarly apply to successive reorganizations, no Event reclassifications, mergers, consolidations or disposition of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarterassets.
Appears in 1 contract
Disposition of Assets. The Borrower Company shall not, and shall not suffer or permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a "Disposition") (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions Dispositions of inventory, or used, worn-out out, obsolete or surplus equipmentequipment or intellectual property, all in the ordinary course of business;
(b) Dispositions of equipment and other fixed assets to the sale, assignment extent that such equipment or other transfer fixed assets is exchanged for credit against the purchase price of accounts receivable, lease receivables similar replacement equipment or other rights fixed assets, or the proceeds of such sale are reasonably promptly applied to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor purchase price of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables replacement equipment or other rights to paymentfixed assets;
(c) Dispositions of property by Accounts Receivable pursuant to a Permitted Receivables Purchase Facility;
(d) Disposition of assets received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
(e) Dispositions of assets between and among the Company and its Wholly-Owned Subsidiaries and the Disposition of assets from any other Subsidiary to the Borrower Company or to a Wholly-Owned Subsidiary; provided that if Subsidiary of the transferor Company;
(f) sales of Accounts Receivable by Foreign Subsidiaries which do not provide directly or indirectly for recourse for credit losses against the seller of such property is not an Excluded Subsidiary, Accounts Receivable or against any of such seller's Affiliates and which are done on customary market terms or on other terms satisfactory to the transferee must either be the Borrower or a Subsidiary that is not an Excluded SubsidiaryAgent; and
(dg) other dispositions Dispositions not otherwise permitted hereunder which are made for fair market value; provided provided, that (i) at the time of any such disposition, no Event of Default shall exist or 85 shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash (provided, that the Company may accept promissory notes in an aggregate principal amount outstanding at any time not to exceed $5,000,000), and (iiiii) the aggregate value of all assets so disposed of sold by the Borrower Company and its Subsidiaries pursuant to this clause (g), together, shall not exceed in any one-year period (calculated fiscal year, 10% of the consolidated total assets of the Company as of the date end of the most recent fiscal year (but excluding, for purposes of calculation of such 10% amount, the assets of any such disposition) shall not exceed 20operating business sold as a whole in compliance with the proviso at the end of this subsection), provided further that the sale by the Company or any Subsidiary of one or more operating business in one year which, in the aggregate, accounts for more than 10% of Consolidated Tangible Assets EBITDA of the Company as of the most recently ended fiscal year shall require the consent of the Majority Banks and, the Company, on a pro forma basis calculated as of the last day of the most recently ended completed fiscal quarter, shall be in compliance with the Leverage Ratio as of the date of such disposition.
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Samples: Quarterly Report
Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback)foregoing, except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, or the sale of sale rights, distribution rights, sales routes, territories or similar rights or assets, all in the ordinary course of business;
(b) any such sale, assignment, lease, conveyance, transfer or other disposition among the Borrower and its Subsidiaries;
(c) the sale, assignment or other transfer of accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction; provided that the aggregate investment or claim held at any time by all purchasers, together in each case with any collections assignees or proceeds thereof, any collection other transferees of (or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to interests in) such receivables or other rights to paymentpayment shall not exceed $100,000,000;
(cd) Dispositions dispositions of defaulted receivables in the ordinary course of business for collection;
(e) dispositions permitted by Section 8.04 and Section 8.05;
(f) non-exclusive licenses of intellectual property by rights in the ordinary course of business;
(g) any Subsidiary disposition of cash and Cash Equivalents Investments in the ordinary course of business;
(h) the unwinding of any Swap Contract;
(i) the sale of assets that are leased back to the Borrower or a Subsidiary, involving amounts not to exceed $50,000,000 in the aggregate in any fiscal year;
(j) any transfer arising out of the granting or creation of a Lien permitted by Section 8.02;
(k) any disposition occurring by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of its property;
(l) disposition of leasehold improvements or leased assets upon the termination of the lease;
(m) any such sale, assignment, lease, conveyance, transfer or other disposition of assets pursuant to a Wholly-Owned Subsidiary; provided that if Tax Incentive Transaction;
(n) any disposition required by any Governmental Authority as a condition to the transferor of such property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded SubsidiaryDiamond Acquisition; and
(do) other dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in any one-year period on or after the Amendment No. 3 Signing Date shall not exceed 25% of the greater of (calculated x) the total assets of the Borrower as of the date Amendment No. 3 Signing Date or (y) the highest amount of any such disposition) shall not exceed 20% total assets of Consolidated Tangible Assets the Borrower as shown on the Borrower’s balance sheet as of the last day end of any fiscal year ending after the most recently ended fiscal quarterAmendment No. 3 Signing Date.
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