Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business; (b) the Disposition of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6; (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor; (e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness; (f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower; (g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower; (h) the Dispositions listed on Schedule 7.5(h); (i) Dispositions of properties subject to condemnation, eminent domain or taking; (j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property; (k) dispositions or use of cash and Cash Equivalents in the ordinary course of business; (l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and (m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof; (n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction; (o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9; (p) Dispositions of minority interests in joint ventures; and (q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 5 contracts
Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or obsolete, worn out or surplus property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6(b)(ii)(A);
(d) the sale or issuance of any Subsidiary’s the Capital Stock of a Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided that any sale other Loan Party, or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) by a Subsidiary that is not a Loan Party to any Securitization Entity another Subsidiary that is not a Loan Party or (iii) in connection with any transaction that does not result in a Change of Control;
(e) the incurrence use or transfer of any Securitization Indebtednessmoney, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(f) the sale non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Group Member which acquires the property;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of real property;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower;
(h) , provided that at the Dispositions listed on Schedule 7.5(h);
(i) Dispositions time of properties subject to condemnationany such Disposition, eminent domain no Event of Default shall have occurred and be continuing or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of businesswould result from such Disposition; and
(m) dispositionsRestricted Payments permitted by Section 7.6, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment Investments permitted under by Section 7.77.8 and Liens permitted by Section 7.3. provided, including a Specified Transaction;
(o) Dispositions by the Borrower or however, that any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 (other than Dispositions (x) solely between Loan Parties, (y) Dispositions solely between Group Members that are not Loan Parties or (z) Dispositions between a Loan Party and a Group Member that is not a Loan Party in which the terms thereof in favor of a Loan Party are at least arm’s length terms) shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 4 contracts
Samples: Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.), Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.), Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory and other assets (including securities and derivatives) in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b6.3(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be of the Guarantor (other than the Borrower) to the Borrower or another Subsidiary Guarantorany Group Member;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program sale by any Loan Party of its property or the Centre Point Financing Programassets to another Loan Party, (ii) the sale by any Subsidiary of the Guarantor (other than the Borrower) of its property or assets to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessanother Group Member;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerany Restricted Payment or Investment that is permitted to be made, and is made, under Section 6.5 or 6.7, respectively;
(g) the Disposition lease, assignment or sublease of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents property in the ordinary course of business;
(lh) sales or grants of licenses or sublicenses to use the abandonmentGuarantor’s or any of its Subsidiaries’ trademarks, termination patents, trade secrets, know-how or other disposition of Intellectual Property intellectual property and technology to the extent that such sale, license or leasehold properties sublicense does not prohibit the licensor from using such trademark, patent, trade secret, know-how, technology or other intellectual property and is in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(ni) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions the sale by the Borrower Guarantor or any of its Subsidiaries of computer and other similar equipment not to exceed $30,000,000 in the aggregate;
(j) any Foreign Subsidiary to Disposition of property or issuance or sale of any other Foreign Subsidiary so long as at least 65% shares of the Capital Stock of any Subsidiary of the Guarantor (other than the Borrower) so long as (i) no Default shall have occurred and be continuing or would exist after giving effect thereto, (ii) such other Foreign Subsidiary (or any parent company Disposition to a Person that is not a Group Member is for consideration at least equivalent to the fair market value of such other Foreign Subsidiaryproperty or Capital Stock and (iii) is pledged the Guarantor shall be in compliance, on a pro forma basis after giving effect to such Disposition, with the Administrative Agent pursuant to covenants contained in Section 6.9;
(p) Dispositions 6.1 recomputed as at the last day of minority interests in joint venturesthe most recently ended fiscal quarter of the Guarantor and the Subsidiaries as if such Disposition had occurred on the first day of each relevant period for testing such compliance; and
(qk) any the Disposition of any Foreign Subsidiary and any holding company formed property in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes a Sale/Leaseback Transaction within six months of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment acquisition of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)property.
Appears in 4 contracts
Samples: Credit Agreement (Investment Technology Group, Inc.), Credit Agreement (Investment Technology Group, Inc.), Credit Agreement (Investment Technology Group, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is is, in the reasonable judgement of Borrower, no longer used economically practicable to maintain or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case any material respect in the ordinary course of businessbusiness of the Group Members;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6(b)(ii)(A);
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, or (ii) in connection with any transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that this clause (g) will not permit the Disposition of the Capital Stock of Appian Switzerland by Appian UK, unless the Group Member to which the Capital Stock of Appian Switzerland is so disposed is also a wholly-owned Subsidiary of Appian UK;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of real property;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Restricted Payments permitted by Section 7.6, Investments permitted by Section 7.7 and Liens permitted by Section 7.3;
(m) any Foreign Subsidiary (other than Appian UK) may issue Capital Stock to qualified directors where required by or to satisfy any applicable Requirement of Law, including any Requirement of Law with respect to ownership of Capital Stock in Foreign Subsidiaries;
(n) Dispositions of other property having a fair market value not to exceed $1,000,000,000 5,000,000 in the aggregate for any fiscal year of the Borrower;
(h) Group Members, provided that at the Dispositions listed on Schedule 7.5(htime of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans in accordance with Section 2.12(e);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or of Qualified Litigation Rights in connection with any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary Permitted Litigation Financing so long as no Event of Default has occurred and is continuing at least 65% the time the definitive documentation with respect to such Permitted Litigation Financing is consummated and upon the incurrence of the Capital Stock of any such other Foreign Subsidiary (or Permitted Litigation Financing. provided, however, that any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 (other than (x) Dispositions solely between Loan Parties, (y) Dispositions solely between Group Members that are not Loan Parties or (z) Dispositions between a Loan Party and a Group Member that is not a Loan Party in which the terms thereof in favor of a Loan Party are at least arm’s length terms) shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 4 contracts
Samples: Credit Agreement (Appian Corp), Credit Agreement (Appian Corp), Credit Agreement (Appian Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or and its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory or Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b7.4(c), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under by Section 7.67.6 and Investments permitted by Section 7.7;
(d) the sale Disposition or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions the licensing and cross-licensing arrangements of any Related Eligible Assets (i) in connection with the AESOP Financing Program technology or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other intellectual property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(lf) the abandonmentDisposition of any property or assets (i) to any Loan Party and (ii) by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party;
(g) transfers of property as a result of any Recovery Event;
(h) leases, termination or other disposition occupancy agreements and subleases of Intellectual Property or leasehold properties property in the ordinary course of business;
(i) the Disposition by the Borrower and certain of its Subsidiaries of account receivables of General Motors Corporation, Chrysler LLC and their affiliates and customary related property to special purpose vehicles established by General Motors Corporation and Chrysler LLC pursuant to the United States Department of the Treasury’s Auto Supplier Support Programs;
(j) the Disposition of receivables and customary related assets (i) in connection with a Receivables Financing Transaction or (ii) pursuant to factoring programs on customary market terms for such transactions and with respect to receivables of, and generated by, Group Members that are not Loan Parties;
(k) the Disposition for fair market value of certain assets in Sweden related to the transfer of certain programs to a competitor as previously disclosed to the Administrative Agent;
(l) the exchange or transfer within China of Chinese Acceptance Notes by Chinese Subsidiaries of the Borrower; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower property (other than Disqualified Stock receivables and customary related assets) having a fair market value not to exceed 5% of Consolidated Total Tangible Assets in the aggregate during any fiscal year of the Borrower) or any Subsidiary and ; provided that the release of Net Cash Proceeds thereof are applied to prepay the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, Loans to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received required by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.9(b).
Appears in 4 contracts
Samples: Credit Agreement (Lear Corp), Credit Agreement (Lear Corp), Credit Agreement (Lear Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of the Borrower or any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete obsolete, damaged, uneconomic or worn out machinery, parts, property or (ii) any equipment, or property that is or equipment no longer used or useful useful, in the conduct of the business of the Borrower its business, whether now owned or its Subsidiaries, in each case in the ordinary course of businesshereafter acquired;
(b) the Disposition sale of inventory and owned or leased vehicles, each in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(a), Investments permitted under Section 7.7 (other than Section 7.7 b), (mc), (d) and Restricted Payments permitted under Section 7.6(e);
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that Subsidiary Guarantor or, if any sale or issuance Subsidiary is not a Loan Party, to any other Group Member;
(e) any Subsidiary of the Borrower may Dispose of any Subsidiary Guarantor’s Capital Stock shall only be assets to the Borrower or another any Subsidiary Guarantor or, subject to Section 8.7(g) (to the extent applicable), any other Group Member, and any Subsidiary that is not a Subsidiary Guarantor may Dispose of any assets, or issue or sell Capital Stock, to any other Subsidiary that is not a Subsidiary Guarantor;
(ef) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program cash or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of businessbusiness in transactions not otherwise prohibited by this Agreement;
(lg) non-exclusive licenses with respect to Intellectual Property, leases or subleases granted to third parties in accordance with any applicable terms of the abandonment, termination or other disposition of Intellectual Property or leasehold properties Security Documents and in the ordinary course of business; and
(m) dispositionsbusiness which, discounts in the aggregate, do not materially detract from the value any Collateral or forgiveness of accounts receivable in connection materially interfere with the collection or compromise thereof;
(n) Dispositions ordinary conduct of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower business of the Loan Parties or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9their Subsidiaries;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 4 contracts
Samples: Credit Agreement (Microsemi Corp), Credit Agreement (Microsemi Corp), Credit Agreement (Microsemi Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(gi) the Disposition of other property having a fair market value not to exceed $1,000,000,000 200,000,000 in the aggregate for any fiscal year of the Borrower, (ii) any Disposition of fleet vehicles of Dollar Target and its Subsidiaries, and (iii) other divestitures required by a Governmental Authority in connection with, resulting from or related to the DTA Acquisition upon consummation of the DTA Acquisition Step 1;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 3 contracts
Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Incremental Facilities Agreement (Avis Budget Group, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, used, surplus or worn out property in the ordinary course of business (including the abandonment or other Disposition of Intellectual Property that is in the reasonable judgment of the Borrower, no longer economically practicable to maintain or used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole), (ii) any Dispositions of property that is no longer used or useful in the conduct of the business of the Borrower or and its Subsidiaries, in each case in the ordinary course of businessRestricted Subsidiaries and (iii) cash and Cash Equivalents;
(b) the Disposition sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(bSections 8.4(a), Investments permitted under Section 7.7 (other than Section 7.7 (m)8.4(b) and Restricted Payments permitted under Section 7.68.4(e);
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned SubsidiarySubsidiary Guarantor; provided that any and the sale or issuance of any Capital Stock of a Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor’s Capital Stock shall only be to , the Borrower or another any other Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednesssale-leaseback transactions permitted by Section 8.10;
(f) sales, transfers or dispositions by the sale Borrower or any of its Restricted Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default then exists or would result therefrom, (ii) the Budget Truck Division for Borrower or such Restricted Subsidiary receives at least fair market value (as determined in good faith by the board of directors Borrower), (iii) the aggregate proceeds received by the Borrower or such Restricted Subsidiary from all such sales, transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the Borroweraggregate consideration paid for such Permitted Acquisition, and (iv) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of such Permitted Acquisition;
(g) the Disposition sale of other property having Securitization Assets to one or more Securitization Subsidiaries in connection with a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the BorrowerPermitted Securitization;
(h) Dispositions of property from (a) the Dispositions listed on Schedule 7.5(h)Borrower to any Subsidiary Guarantor, (b) from any Subsidiary Guarantor to any other Subsidiary Guarantor and (c) any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor or to any Loan Party;
(i) Dispositions of properties subject to condemnation, eminent domain or takingpermitted by Section 8.3 and Section 8.7;
(j) leases, subleases, licenses and sublicenses leases or subleases of real or personal property, and Intellectual Property property in the ordinary course of business, and business which do not materially interfere with the conduct of the business of the Borrower or any intercompany licenses and sublicenses of Intellectual Propertyits Restricted Subsidiaries taken as a whole;
(k) dispositions Dispositions of property in connection with Recovery Events;
(l) Dispositions of past due accounts receivable in connection with the collection, write down or use of cash and Cash Equivalents compromise thereof in the ordinary course of business;
(lm) the abandonmentBorrower or any Restricted Subsidiary may effect Permitted Exchanges in accordance with the definition thereof;
(n) sales, termination transfers, leases and other dispositions to a Foreign Subsidiary; provided, that any such sales, transfers, leases or other disposition dispositions from Borrower or a Restricted Subsidiary that is a Loan Party shall be made (i) in compliance with Section 8.9 and (ii) to the extent not made in compliance with Section 8.9, shall be treated as an Investment in such Foreign Subsidiary and shall be permitted only to the extent permitted pursuant to Section 8.7;
(o) Dispositions of Intellectual Property Investments in joint ventures, to the extent required by, or leasehold properties made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that the consideration received shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower);
(p) sales, forgiveness or other dispositions of accounts receivable in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable business in connection with the collection or compromise thereof;
(nq) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; and
(r) Dispositions of non-core assets acquired in connection other property; provided that (i) at the time of such Disposition, no Default or Event of Default shall have occurred and been continuing or would result from such Disposition, (ii) with an Investment permitted under respect to any Disposition pursuant to this Section 7.78.5(r), including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Restricted Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65shall receive not less than 75% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and consideration in the case form of any such Disposition (cash or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000Cash Equivalents; provided, for at least 75% cash consideration (excludinghowever, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisothis clause (ii), the following shall be deemed to be cash considerationcash: (1A) Cash Equivalents, any liabilities (2as shown on the Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) the assumption of Indebtedness of the Borrower (or such Restricted Subsidiary, other than Disqualified Stock liabilities that are by their terms subordinated to the payment in cash of the Borrower) or any Subsidiary Obligations, that are assumed by the transferee with respect to the applicable Disposition and the release of for which the Borrower and all of its Restricted Subsidiaries from shall have been validly released by all liability with respect to payment of such Indebtednessapplicable creditors in writing, (3B) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any the applicable Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days); provided, further, that if or Cash Equivalents (to the Group Member’s action or event meets the criteria of more than one extent of the types cash or Cash Equivalents received) within 120 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed $10,000,000, (iii) to the extent the aggregate amount of Net Cash Proceeds received by the Borrower or a Restricted Subsidiary from Dispositions described made pursuant to this Section 8.5(r) in the clauses aboveaggregate exceeds $100,000,000 in any fiscal year, all Net Cash Proceeds in excess of such amount in such fiscal year shall be applied to prepay Loans in accordance with Section 4.2(b) and may not be reinvested in the business of the Borrower or a Restricted Subsidiary, notwithstanding anything to the contrary set forth in the definition of “Net Cash Proceeds” and (iv) such Disposition is for fair market value as reasonably determined by the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)good faith.
Appears in 3 contracts
Samples: Incremental Commitment Agreement and Second Amendment (KAR Auction Services, Inc.), Incremental Commitment Agreement (KAR Auction Services, Inc.), Amendment and Restatement Agreement (KAR Auction Services, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) surplus, outdated, obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory inventory, equipment, cash and Cash Equivalents, in each case, in the ordinary course of business;
(c) Dispositions permitted by clause (iSection 7.4(c)(i) of or Section 7.4(b7.4(d)(i), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale Subsidiary Guarantor or issuance of any Subsidiary Guarantor’s Capital Stock shall only be on a pro rata basis to the Borrower or another Subsidiary Guarantorowners of its Capital Stock;
(e) Dispositions of any Related Eligible Assets (i) accounts receivable in connection with the AESOP Financing Program compromise, settlement or collection thereof in the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection ordinary course of business consistent with the incurrence past practice and not as part of any Securitization Indebtednessaccounts receivables financing transaction;
(f) Dispositions of assets (including as a result of like-kind exchanges) to the sale extent that (i) such assets are exchanged for credit (on a fair market value basis) against the purchase price of the Budget Truck Division similar or replacement assets or (ii) such asset is Disposed of for fair market value as determined by and the board proceeds of directors such Disposition are promptly applied to the purchase price of the Borrowersimilar or replacement assets;
(g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of any Group Member;
(h) licenses and sublicenses and similar rights granted with respect to Intellectual Property granted in the ordinary course of business;
(i) the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material Intellectual Property or rights relating thereto that the Borrower determines in its reasonable judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary;
(k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is not a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9;
(l) (i) Dispositions of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Section 7.7, (ii) Dispositions of assets to the extent that such Disposition constitutes a Restricted Payment referred to in and permitted by Section 7.6, (iii) Dispositions set forth on Schedule 7.5(l) and (iv) sale and leaseback transactions permitted under Section 7.10;
(m) any sale, issuance, conveyance, transfer, participation, factoring, lease or other disposition of Securitization Assets in connection with a Qualified Securitization Transaction;
(n) other Dispositions of assets (including Capital Stock); provided that (A) it shall be for fair market value (determined as if such Disposition was consummated on an arm’s-length basis), (B) at least 75% of the total consideration for any such Disposition in excess of $10,000,000 received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Cash Equivalents, (C) no Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Event of Default exists) and (D) the requirements of Section 2.11(b), to the extent applicable, are complied with in connection therewith; provided, however, that for purposes of clause (B) above, the following shall be deemed to be cash: (I) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (II) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Disposition and (III) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed $25,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value);
(o) other Dispositions in any fiscal year of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year 7.5% of the Borrower;
Consolidated Total Assets when made; provided that (hi) the Dispositions listed on Schedule 7.5(hrequirements of Section 2.11(b), to the extent applicable, are complied with in connection therewith and (ii) no Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Event of Default exists);
(p) Dispositions (i) to or by the Insurance Subsidiary of Capital Stock of the Borrower, (ii) to or by the Insurance Subsidiary of Indebtedness described in Section 7.2(r) to the Borrower or any Wholly Owned Subsidiary that is a Loan Party and (iii) by the Insurance Subsidiary effected solely for the purpose of liquidating assets in order to permit the Insurance Subsidiary to pay expenses and to make payments on insurance claims of the Borrower or any of its Restricted Subsidiaries with the proceeds of such Disposition;
(q) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property property in the ordinary course to the extent such real property is Disposed of business, for fair market value and any intercompany licenses and sublicenses the proceeds of Intellectual Propertysuch Disposition are applied within 360 days to the purchase price of similar or replacement real property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(nr) Dispositions of non-core assets acquired in connection with an any acquisition or Investment permitted under Section 7.7, including a Specified Transaction;
hereunder; provided that (oi) Dispositions the Consolidated EBITDA generated by such non-core assets (as determined by the Borrower or any in good faith) shall not have been included in the calculation of its Subsidiaries Consolidated EBITDA in respect of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% testing of ratios or governors on a Pro Forma Basis in connection with such acquisition, and (ii) no Event of Default exists on the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) date on which the definitive agreement governing the relevant Disposition is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint venturesexecuted; and
(qs) any Disposition Dispositions of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made Mexico Operations for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)market value.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Upbound Group, Inc.), Term Loan Credit Agreement (Rent a Center Inc De), Term Loan Credit Agreement (Rent a Center Inc De)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, worn out, damaged or worn out surplus property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory (including content) in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.69.4;
(d) the sale or issuance of Capital Stock of any Restricted Subsidiary to Holdings or any other Restricted Subsidiary of Holdings (provided that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of the Borrower’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorU.S. Holdings;
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale licensing or sublicensing of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationpatents, eminent domain or taking;
(j) leasestrademarks, subleases, licenses and sublicenses of real or personal propertycopyrights, and other Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents rights in the ordinary course of business;
(lg) the abandonmentDispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(h) licenses, termination sublicenses, leases or subleases with respect to any property or assets (including inventory) (other disposition of than patents, trademarks, copyrights and other Intellectual Property or leasehold properties rights) granted to third Persons in the ordinary course of business; andprovided, that the same do not in any material respect interfere with the business of the Group Members, taken as a whole, or materially detract from the value of the relative assets of the Group Members, taken as a whole;
(i) Dispositions to, between or among Group Members that are Loan Parties;
(j) Dispositions between or among any Group Member that is not a Loan Party and any other Group Member that is not a Loan Party;
(k) Dispositions of any Foreign Subsidiary that is not a Subsidiary Guarantor by the Borrower or a Subsidiary Guarantor to another Wholly Owned Subsidiary of the Borrower;
(l) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business;
(m) dispositionsDispositions constituting (i) Investments permitted under Section 9.7, (ii) Restricted Payments permitted under Section 9.6 or (iii) Sale Leaseback Transactions permitted under Section 9.10;
(n) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset;
(o) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(p) the abandonment or cancellation of Intellectual Property that the Borrower in its reasonable business judgment, deems no longer useful to maintain;
(q) the unwinding of any Swap Agreements;
(r) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(s) Dispositions of property; provided that (A) not less than 75% of the consideration payable to the Group Members in connection with such Disposition is in the form of cash or Cash Equivalents; provided that for purposes of this clause (A), assumed liabilities and Designated Non-Cash Consideration may be deemed cash at the Borrower’s election so long as the total designation of such assumed liabilities and Designated Non-Cash Consideration at any time does not exceed 5.0% of the Consolidated Total Assets of Holdings and its Restricted Subsidiaries at such time, (B) the consideration payable to the Group Members in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in good faith) and (C) the Net Cash Proceeds from such Disposition are applied in accordance with Section 5.2(c);
(t) Dispositions or discounts or forgiveness without recourse of accounts receivable in connection with the compromise or collection or compromise thereofthereof in the ordinary course of business and sales of assets received by any Group Member from Persons other than Loan Parties upon foreclosure on a lien in favor of such Group Member;
(nu) Dispositions any exchange of non-core assets acquired property of any Group Member (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in connection compliance with an Investment permitted under Section 7.71031 of the Code or any other substantially concurrent exchange of property by any Group Member (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the Group Member, including a Specified Transaction(b) such Group Member shall receive reasonably equivalent or greater market value for such property (as reasonably determined by Holdings in good faith) and (c) such property will be received by such Group Member substantially concurrently with its delivery of property to be exchanged;
(ov) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary having a fair market value not to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary exceed (or any parent company of such other Foreign Subsidiaryi) is pledged $3,000,000 with respect to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related DispositionsDispositions and (ii) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, 10,000,000 in the case aggregate for any fiscal year of an Asset Sale Holdings;
(or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtednessw) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness Dispositions of any Capital Stock or interests in any joint venture entity not constituting a Restricted Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received required by the Borrower applicable joint venture agreement or any Subsidiary from similar binding arrangements relating thereto;
(x) Dispositions to achieve the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described structure set forth in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Final Structure Schedule.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Ancestry.com LLC), Credit and Guaranty Agreement (Anvilire), Credit and Guaranty Agreement (Anvilire)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or and its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory or Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b7.4(c), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under by Section 7.67.6 and Investments permitted by Section 7.7;
(d) the sale Disposition or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions the licensing and cross-licensing arrangements of any Related Eligible Assets (i) technology or other intellectual property in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence ordinary course of any Securitization Indebtednessbusiness;
(f) the sale Disposition of any property or assets (i) to any Loan Party and (ii) by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party;
(g) transfers of property as a result of any Recovery Event;
(h) leases, occupancy agreements and subleases of property in the ordinary course of business;
(i) the Disposition by the Borrower and certain of its Subsidiaries of account receivables of General Motors Corporation, Chrysler LLC and their affiliates and customary related property to special purpose vehicles established by General Motors Corporation and Chrysler LLC pursuant to the United States Department of the Budget Truck Division Treasury’s Auto Supplier Support Programs;
(j) the Disposition of receivables and customary related assets pursuant to factoring programs on customary market terms for such transactions and with respect to receivables of, and generated by, Group Members that are not Loan Parties;
(k) the Disposition for fair market value of certain assets in Sweden related to the transfer of certain programs to a competitor as determined previously disclosed to the Administrative Agent;
(l) the exchange or transfer within China of Chinese Acceptance Notes by the board of directors Chinese Subsidiaries of the Borrower;; and
(gm) the Disposition of other property (other than receivables and customary related assets) having a fair market value not to exceed $1,000,000,000 50,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of businessaggregate; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds Net Cash Proceeds thereof are applied to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in prepay the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, Loans to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received required by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.9(b).
Appears in 3 contracts
Samples: Credit and Guarantee Agreement (Lear Corp), Credit and Guarantee Agreement (Lear Corp), Credit and Guarantee Agreement
Disposition of Property. Dispose of Make any Disposition of its propertyProperty, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
except (a) a Disposition by Borrower to a Wholly-Owned Restricted Subsidiary which is a Subsidiary Guarantor, or by a Restricted Subsidiary to Borrower or another Restricted Subsidiary (provided that any Disposition by a Subsidiary Guarantor must be to another Subsidiary Guarantor or to Borrower), (b) Investments permitted by Section 6.16 to the extent constituting Dispositions, (c) the Disposition of any Equity Interests of (or other Investments in) any Joint Venture to the extent required by the terms of any agreement governing such Joint Venture, (d) provided that no Event of Default then exists or would result therefrom, Dispositions of (i) obsolete or worn out property or accounts receivable and (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiariescollateral securing accounts receivable and guarantees supporting accounts receivable, in each case set forth in the ordinary course of business;
(b) the Disposition of inventory in the ordinary course of business;
(c) Dispositions permitted by clause clauses (i) of Section 7.4(b), Investments and (ii) as transferred in connection with a receivables financing permitted under Section 7.7 6.10(k) (other than Section 7.7 it being agreed that any lien releases to be executed by the Agent in connection therewith shall be limited to Collateral not exceeding in the aggregate the greater of (m)i) $25,000,000 and Restricted Payments permitted under Section 7.6;
(dii) the sale or issuance 12.5% of any SubsidiaryBorrower’s Capital Stock consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available and shall otherwise be in form reasonably acceptable to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
Agent), (e) provided that no Event of Default then exists or would result therefrom, Dispositions, of which the fair market value (as reasonably determined in good faith by a Senior Officer of Borrower), when aggregated with the proceeds of all other Dispositions incurred under this clause (e) within the same Fiscal Year, are less than or equal to the greater of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, $100,000,000 and (ii) an amount equal to any Securitization Entity or (iii) in connection with the incurrence 12.5% of any Securitization Indebtedness;
Consolidated Total Assets, (f) the sale sales, rentals or leases of the Budget Truck Division for fair market value as determined by the board satellite capacity, bandwidth, beams, transponders or threads or other grants of directors rights of the Borrower;
(g) the Disposition satellite use or of any other property having portion of a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property Satellite in the ordinary course of business, (g) the Disposition of any Satellite (other than the ViaSat-1 and ViaSat-2 Satellites) for fair market value (as reasonably determined in good faith by a Senior Officer of Borrower) to any intercompany licenses Person for whom such Satellite was procured that is not an Affiliate of Borrower and sublicenses (h) provided that no Event of Intellectual Property;
Default then exists or would result therefrom, other Dispositions so long as (ki) dispositions any such Disposition is for consideration at least equal to the fair market value thereof and (ii) at least 75% of the consideration received from any such Disposition shall be Cash or use of cash and Cash Equivalents (provided that (x) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the ordinary course notes thereto for which internal financial statements are available immediately preceding such date or, if incurred or accrued subsequent to the date of business;
(l) such balance sheet, such liabilities that would have been reflected on the abandonment, termination Borrower’s or other disposition of Intellectual Property such Restricted Subsidiary’s balance sheet or leasehold properties in the ordinary course notes thereto if such incurrence or accrual had taken place on or prior to the date of business; and
such balance sheet in the good faith determination of the Borrower) of the Borrower or any Restricted Subsidiary (mother than liabilities that are by their terms subordinated to the Obligations) dispositions, discounts or forgiveness of accounts receivable that are extinguished in connection with the collection transactions relating to such Disposition, or compromise thereof;
(n) Dispositions that are assumed by the transferee of non-core assets acquired any such assets, property or Equity Interests, in connection with an Investment permitted under Section 7.7each case, including pursuant to a Specified Transaction;
(o) Dispositions by written agreement that releases the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long such Restricted Subsidiary, as at least 65% of the Capital Stock of such other Foreign Subsidiary case may be, from further liability therefor; (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(qy) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower securities, notes or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other similar obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash Cash or Cash Equivalents, or by their terms are required to be satisfied for Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received), in each case within 180 daysdays following the consummation of such Disposition; and (z) any Designated Noncash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this subclause (z) that is at that time outstanding, not to exceed the greater of (I) $25,000,000 and (II) 2.0% of Consolidated Total Assets, calculated at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value) shall each be deemed to be Cash Equivalents for the purposes of this clause (h)(ii); providedprovided further that notwithstanding the foregoing, furtherthe 75% limitation referred to in clause (h)(ii) of this Section 6.2 shall be deemed satisfied with respect to any Disposition in which the Cash and Cash Equivalents portion of the consideration received therefrom, that determined in accordance with the foregoing provision on an after-tax basis, if the Group Member’s action proceeds before tax would have complied with the aforementioned 75.0% limitation); provided that the sale or event meets the criteria of more than one other disposition of the types assets of Dispositions described the Borrower and its Restricted Subsidiaries constituting 50% or more in the clauses above, aggregate of the Borrower Consolidated Total Assets as of the date of any such sale or other disposition shall not be treated as a “Disposition” but rather shall constitute a “Change in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Control”.
Appears in 3 contracts
Samples: Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorBorrower;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 200,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property intellectual property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(iig) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 3 contracts
Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryForeign Borrower or any other Subsidiary of the Company, issue or sell any shares of such Foreign Borrower’s or such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of subject to Section 7.4(b)6.11, Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock or assets to the Borrower Company or any Wholly Owned other Subsidiary;
(d) sales of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” made in connection with a Qualified Receivables Transaction; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be provided, that, notwithstanding anything herein to the Borrower contrary, in no event shall (i) the aggregate outstanding principal amount of Attributable Debt in respect of Qualified Receivables Transactions of the Company and its Domestic Subsidiaries be greater than $150,000,000 in the aggregate at any one time or another Subsidiary Guarantor(ii) the aggregate outstanding principal amount of Attributable Debt in respect of Qualified Receivables Transactions of Foreign Subsidiaries be greater than $75,000,000 in the aggregate at any one time;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessas set forth on Schedule 6.10;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 15% of Consolidated Tangible Assets in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of businessBorrowers; and
(mg) dispositionsthe transfer of Capital Stock of any Foreign Subsidiary constituting directors’ qualifying shares or other similar nominal ownership interests required by law to be held by a third party; provided that, discounts so long as no Default or forgiveness Event of accounts receivable Default has occurred and is continuing, the Administrative Agent and the Lenders shall release each Subsidiary Guarantor from its obligations under the Guarantee in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions any Disposition by the Borrower Company or any of its Subsidiaries of any Foreign such Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Guarantor permitted pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)6.10.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Kennametal Inc), Credit Agreement (Kennametal Inc)
Disposition of Property. Dispose of No Borrower shall, and no Borrower shall permit any of its propertyRelevant Subsidiaries to, whether now owned or hereafter acquired, or, in the case of make any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, exceptDisposition other than:
(a) the Disposition sale of (i) obsolete Hydrocarbons or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case Liquid Investments in the ordinary course of business;
(b) the Disposition of inventory in the ordinary course of business;
(c) Dispositions permitted by clause equipment that is (i) obsolete, worn out, depleted or uneconomic and disposed of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, (ii) no longer necessary for the business of such Person, or (iii) contemporaneously replaced by equipment of at least comparable value and any intercompany licenses and sublicenses of Intellectual Propertyuse;
(kc) dispositions the Disposition of Property by a Relevant Subsidiary to a Borrower or use of cash and Cash Equivalents in the ordinary course of businessto a Relevant Subsidiary;
(ld) the abandonment, termination or other disposition Disposition of Intellectual Property or leasehold properties Equity Interests in the ordinary course of businessExcluded Subsidiaries; and
(me) dispositionsso long as no Default or Event of Default exists, discounts the Disposition of any Oil and Gas Property or forgiveness of accounts receivable any interest therein or any Subsidiary owning Oil and Gas Properties between redeterminations of the Borrowing Base pursuant to Section 2.02, the aggregate loan value of which, as assigned thereto by Lender in the most recent setting of the Borrowing Base in accordance with the provisions of Section 2.02 equals ten percent (10%) or less of the amount of the then existing Borrowing Base; provided, however, in connection with any such transaction, the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with then existing Borrowing Base shall be automatically reduced by an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged amount equal to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition loan value attributable to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) relevant Borrowing Base Oil and (g)(i) Gas Properties subject to such Disposition and (g)(ii) of this Section 7.5 shall be made for fair value and in the case further provided, however, that, upon consummation of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, if a Borrowing Base Deficiency exists, Borrowers shall proceed to cure such Borrowing Base Deficiency in accordance with the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect provisions of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.05(b)(ii).
Appears in 3 contracts
Samples: Senior First Lien Secured Credit Agreement (Cross Border Resources, Inc.), Senior First Lien Secured Credit Agreement (Red Mountain Resources, Inc.), Senior First Lien Secured Credit Agreement (Cross Border Resources, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, worn out, surplus, unnecessary or worn out unused property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b6.3(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any to a Wholly Owned Subsidiary; provided that any sale or issuance Subsidiary of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorBorrower;
(e) Dispositions of any Related Eligible Assets the Disposition (i) in connection with of the AESOP Financing Program or the Centre Point Financing Program, Capital Stock of Westar Industries and (ii) to any Securitization Entity or (iii) in connection with the incurrence by Westar Industries of any Securitization Indebtednessits property;
(f) the sale Disposition of accounts receivable (including any Disposition of insured receivables to the relevant insurer) contemplated by the terms of the Budget Truck Division for fair market value as determined by instruments governing the board of directors of the BorrowerAccounts Receivable Financing;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrowerset forth on Schedule 6.4(g);
(h) the Disposition (the “Applicable Disposition”) of other property the fair market value of which, when aggregated with the fair market value of all Dispositions listed of property made since the Closing Date in reliance of this Section 6.4(h), does not exceed 10% (which percentage shall be increased to 25% upon the Borrower achieving the Relief from Covenants Ratings Level) of the sum of (i) total assets less goodwill of the Borrower and its consolidated Subsidiaries (calculated without giving effect to Westar Industries and its Subsidiaries) as reflected on Schedule 7.5(h);the financial statements of the Borrower delivered pursuant to Section 4.1(c) and (ii) any additions to the property, plant and equipment of the Borrower and its consolidated Subsidiaries made after the Closing Date but on or prior to the date of the Applicable Disposition; provided that the fair market value of any Disposition made pursuant to this Section 6.4(h) shall be determined as of the time such Disposition is made; and
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions Requirements of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Law.
Appears in 2 contracts
Samples: Credit Agreement (Westar Energy Inc /Ks), Credit Agreement (Westar Energy Inc /Ks)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or obsolete, damaged, worn out property or surplus property, assets or rights (ii) any property that is no longer including surplus real property), or property, assets or rights not used or useful in the conduct of the business of the Borrower or its SubsidiariesBorrower, in each case in the ordinary course of businessbusiness or where such property is not otherwise material to the operation of the Project or the business of the Borrower;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause sales of (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance granting of any Subsidiary’s Capital Stock option or other right to the Borrower purchase, lease or any Wholly Owned Subsidiary; provided that any sale otherwise acquire) power, RECs, capacity or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower electricity-related products, emissions credits, or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program ancillary services or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents inventory in the ordinary course of business;
(ld) the abandonmentliquidation, termination sale or other disposition use of Intellectual Property cash and Cash Equivalents; 103 Sunshine (National) – Credit Agreement
(e) sales or leasehold properties discounts without recourse of accounts receivable arising in the ordinary course of businessbusiness in connection with the compromise or collection thereof;
(f) easements, licenses, leases or subleases of real or personal property in the ordinary course of business not materially interfering with the conduct by the Borrower of its business on or at the property that is the subject of such lease or sublease;
(g) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), or transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement (provided that any proceeds of a Recovery Event shall be applied in accordance with Section 6.16);
(h) Dispositions among the Borrower and the other Loan Parties;
(i) termination, unwinding or novation (in whole or in part) of Commodity Hedge and Power Sales Agreements in accordance with Section 7.10;
(j) Dispositions permitted by Section 7.4(a) or (b)(i);
(k) other Dispositions (other than a Specified Asset Disposition or PPA Buyout) on an arm’s-length basis for cash consideration either (i) having a fair market value not to exceed (A) $7,000,000 in any fiscal year and (B) $15,000,000 in the aggregate for all such Dispositions for the period from the Closing Date until the Maturity Date or (ii) to the extent that the Borrower or the applicable Loan Party complies with Section 6.17; provided that such Disposition is not reasonably expected to materially and adversely affect the operation and maintenance of any Project;
(l) pursuant to a Permitted Reorganization;
(m) any PPA Buyout; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a any Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary Specified Asset Disposition Conditions are released from satisfied or waived. To the extent that the Disposition of any Guarantee Obligations or any other obligations property could be attributable to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one subsection of the types of Dispositions described in the clauses abovethis Section 7.5, the Borrower in its sole discretion may classify (and reclassify) allocate such action or event in Disposition to any one or more clauses (including in part under one of such clause subsections and in part under another such clause).no event shall the same portion of Disposition be deemed to utilize or be attributable to more than one subsection. 104 Sunshine (National) – Credit Agreement
Appears in 2 contracts
Samples: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquiredacquired (including, without limitation, the cancelation of any Indebtedness owing to any Group Member other than for reasonable consideration or in the ordinary course of business), or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6(b)(ii)(A);
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, or (ii) in connection with any transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Group Member which acquires the property;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of real property;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Restricted Payments permitted by Section 7.6, Investments permitted by Section 7.8 and Liens permitted by Section 7.3;
(m) Dispositions of other property having a fair market value not to exceed $1,000,000,000 100,000 in the aggregate for any fiscal year of the Borrower;
(h) , provided that at the Dispositions listed on Schedule 7.5(h);
(i) Dispositions time of properties subject to condemnationany such Disposition, eminent domain no Event of Default shall have occurred and be continuing or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of businesswould result from such Disposition; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
other property (o) Dispositions by other than Intellectual Property necessary for the Borrower or any ongoing operation of its Subsidiaries the business of any Foreign Subsidiary Loan Party) having a fair market value not to exceed $250,000 in the aggregate for any other Foreign Subsidiary so long as at least 65% fiscal year of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. Borrower, provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in at the case time of any such Disposition Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that, (or series of related Dispositionsx) that yields gross proceeds to any Loan Party in excess of $25,000,000such property is sole for fair market value, for (y) at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support consideration received in respect of such Indebtedness Disposition shall be received in the form of cash or Cash Equivalents and (4z) securities received by the Borrower or any Subsidiary from Net Cash Proceeds thereof are used to prepay the transferee that are converted by the Borrower or such Subsidiary into cash within 180 daysTerm Loans in accordance with Section 2.6(d); provided, furtherhowever, that if any Disposition made pursuant to this Section 7.5 (other than Dispositions (x) solely between Loan Parties, (y) Dispositions solely between Group Members that are not Loan Parties or (z) Dispositions between a Loan Party and a Group Member that is not a Loan Party in which the Group Memberterms thereof in favor of a Loan Party are at least arm’s action or event meets the criteria of more than one of the types of Dispositions described length terms) shall be made in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)good faith on an arm’s length basis for fair value.
Appears in 2 contracts
Samples: Credit Agreement (TransMedics Group, Inc.), Credit Agreement (TransMedics Group, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or obsolete, damaged, worn out property or surplus property, assets or rights (ii) any property that is no longer including surplus real property), or property, assets or rights not used or useful in the conduct of the business of the Borrower or its SubsidiariesBorrower, in each case in the ordinary course of businessbusiness or where such property is not otherwise material to the operation of the Project or the business of the Borrower;
(b) the Disposition sale of inventory in the ordinary course of business; 103 Xxxxx Wind – Credit Agreement
(c) sales of (and the granting of any option or other right to purchase, lease or otherwise acquire) power, capacity, emissions credits, or ancillary services or other inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the liquidation, sale or issuance use of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantorcash and Cash Equivalents;
(e) Dispositions sales or discounts without recourse of any Related Eligible Assets (i) accounts receivable arising in the ordinary course of business in connection with the AESOP Financing Program compromise or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednesscollection thereof;
(f) easements, licenses, leases or subleases of real or personal property in the sale ordinary course of business not materially interfering with the Budget Truck Division for fair market value as determined conduct by the board Borrower of directors its business on or at the property that is the subject of the Borrowersuch lease or sublease;
(g) transfers of condemned property as a result of the Disposition exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), or transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement (provided that any proceeds of a Recovery Event shall be applied in accordance with Section 6.19);
(h) Dispositions among the Borrower and the other Loan Parties;
(i) termination or unwinding of Commodity Hedge and Power Sales Agreements in accordance with Section 7.10;
(j) other Dispositions on an arm’s-length basis for cash consideration having a fair market value not to exceed (i) $1,000,000,000 1,000,000 in any fiscal year and (ii) $5,000,000 in the aggregate for any fiscal year all such Dispositions for the period from the Closing Date until the Term Facility Maturity Date; provided that such Disposition is not reasonably expected to materially and adversely affect the operation and maintenance of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;Project; and
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection disposal of all or compromise thereof;
(n) Dispositions substantially all of non-core its assets acquired in connection with an Investment as permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries7.4. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to To the extent that the Borrower and each other Subsidiary are released from Disposition of any Guarantee Obligations or any other obligations property could be attributable to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one subsection of the types of Dispositions described in the clauses abovethis Section 7.5, the Borrower in its sole discretion may classify (and reclassify) allocate such action or event in Disposition to any one or more clauses (including in part under one of such clause subsections and in part under another such clause)no event shall the same portion of Disposition be deemed to utilize or be attributable to more than one subsection.
Appears in 2 contracts
Samples: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or obsolete, worn out or surplus property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6(b)(ii)(A);
(d) the sale or issuance of any Subsidiary’s the Capital Stock of a Subsidiary of Holdings (i) to the Borrower or any Wholly Owned Subsidiary; provided that any sale other Loan Party, or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) by a Subsidiary that is not a Loan Party to any Securitization Entity another Subsidiary that is not a Loan Party or (iii) in connection with any transaction that does not result in a Change of Control;
(e) the incurrence use or transfer of any Securitization Indebtednessmoney, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(f) the sale non-exclusive licensing or sublicensing of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationpatents, eminent domain or taking;
(j) leasestrademarks, subleases, licenses and sublicenses of real or personal propertycopyrights, and other Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents rights in the ordinary course of business;
(lg) the abandonmentDisposition of property (i) from any Loan Party to any other Loan Party, termination and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Group Member which acquires the property;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or other disposition subleases of Intellectual Property real property;
(j) the sale or leasehold properties discount without recourse of accounts receivable arising in the ordinary course of businessbusiness in connection with the compromise or collection thereof;
(k) any abandonment, lapse, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions of other property, provided that (i) at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition and (ii) in the case of Dispositions of other property having a book value exceeding 5.0% of Consolidated Tangible Assets of Holdings and its consolidated Subsidiaries in the aggregate for any fiscal year of Holdings (x) the Group Member shall have received at least 75% of the consideration for such Disposition in the form of cash or Cash Equivalents, and (y) such Disposition shall be for fair market value of the assets Disposed of (as reasonably determined by the Loan Parties in good faith); and
(m) dispositionsRestricted Payments permitted by Section 7.6, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment Investments permitted under by Section 7.7, including a Specified Transaction;
(o) Dispositions 7.8 and Liens permitted by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)7.3.
Appears in 2 contracts
Samples: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of the Borrower or any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete obsolete, damaged, uneconomic, used, surplus or worn out machinery, parts, property or (ii) any equipment, inventory or property that is or equipment no longer used or useful useful, in the conduct of the business of the Borrower its business, whether now owned or its Subsidiaries, in each case in the ordinary course of businesshereafter acquired;
(b) the Disposition sale of inventory and goods held for sale, each in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(a), Investments permitted under Section 7.7 (other than Section 7.7 b), (mc), (d), (e), (f) and Restricted Payments permitted under Section 7.6(h);
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor or, if any Restricted Subsidiary is not a Loan Party, to any other Restricted Subsidiary; provided that ;
(e) any sale or issuance Restricted Subsidiary of the Borrower may Dispose of any Subsidiary Guarantor’s Capital Stock shall only be assets to the Borrower or another any Subsidiary Guarantor or, subject to Section 8.7(f) (to the extent applicable), any other Restricted Subsidiary, and any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of any assets, or issue or sell Capital Stock, to any other Restricted Subsidiary that is not a Subsidiary Guarantor;
(ef) Dispositions of any Related Eligible Assets (i) cash or Cash Equivalents in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) ordinary course of business in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined transactions not otherwise prohibited by the board of directors of the Borrowerthis Agreement;
(g) (i) non-exclusive licenses of technology in the ordinary course of business which, in the aggregate, do not materially detract from the value of any Collateral or materially interfere with the ordinary conduct of the business of the Loan Parties or any of their Restricted Subsidiaries and (ii) sales, leases, transfers or other dispositions (whether through the direct transfer of the ownership of such Intellectual Property, transfer of the Capital Stock of the owner of such Intellectual Property, exclusive licensing of such Intellectual Property or otherwise) by the Borrower and the Restricted Subsidiaries of Intellectual Property to other Persons (other than to a Loan Party), in accordance with normal industry practice; provided that the aggregate purchase price or other consideration (exclusive of success or similar fees and royalties, including fees based on future enforcement of such Intellectual Property) for such sales in reliance upon this clause (g)(ii) shall not exceed $125,000,000 during the term of this Agreement;
(i) the Disposition of other property (other than Intellectual Property) having a fair market value not to exceed $1,000,000,000 the greater of (A) 1.0% of the Consolidated Total Tangible Assets of the Borrower in the aggregate for any fiscal year of the Borrower or (B) $45,000,000 in any fiscal year of the Borrower;
; provided that at least 75% of the consideration received in connection therewith consists of cash or Cash Equivalents and such Disposition is made for fair market value and (hii) the Dispositions listed on Schedule 7.5(h)Disposition of property or assets as a result of a Recovery Event, in each case so long as the Borrower is in compliance with Section 4.2(b) of this Agreement;
(i) Dispositions sales, assignments, transfers or other dispositions of properties subject accounts receivable of any Foreign Subsidiary in the ordinary course of business as part of any accounts receivable financing transaction or factoring permitted pursuant to condemnation, eminent domain or takingSection 8.2(w);
(j) leases(i) the issuance or sale of shares of any Restricted Subsidiary’s Capital Stock to qualified directors if required by applicable law and (ii) compensatory issuances or grants of Capital Stock of the Borrower approved by the Borrower’s board of directors, subleasesany committee thereof or any designee of either to employees, licenses and sublicenses officer, directors or consultants made pursuant to equity-based compensation plans or arrangements that have been approved by the shareholders of real the Borrower;
(k) Dispositions or personal exchanges of equipment or other property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, and Intellectual Property ;
(l) Dispositions in the form of leases entered into in the ordinary course of business, and to the extent that they do not materially interfere with the business of the Borrower or any intercompany licenses and sublicenses of Intellectual PropertyRestricted Subsidiary, taken as a whole;
(km) dispositions Dispositions of the Capital Stock of Unrestricted Subsidiaries;
(n) the abandonment or use other Disposition of cash immaterial Intellectual Property (including allowing any registrations or any applications for registration of any Intellectual Property to lapse or go abandoned) to the extent the Borrower determines in its reasonable business judgment that (i) such Intellectual Property is not commercially reasonable to maintain under the circumstances and Cash Equivalents (ii) such Disposition would not materially and adversely affect the business of the Borrower and its Restricted Subsidiaries;
(o) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;
(lp) the abandonmentunwinding or settling of any Swap Agreement;
(q) Dispositions of Investments in joint ventures to the extent required by, termination or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(r) sales and other assignments, transfers or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness dispositions of accounts receivable in connection with the compromise or collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(qs) any Disposition of any Foreign Designated Permitted Dispositions. Notwithstanding the foregoing, a Designated IP Subsidiary and any holding company formed in connection with the Avis Europe Acquisition shall not make Dispositions other than pursuant to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs clauses (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Salesa), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalentsb), (2) the assumption of Indebtedness of the Borrower e), (other than Disqualified Stock of the Borrowerg), (n) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3s) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) sales of inventory, used or surplus equipment in the ordinary course of business;
(b) Dispositions of used, damaged, worn out, obsolete or surplus property by the Borrower or any Subsidiary in the ordinary course of business and the abandonment or other Disposition of (i) obsolete intellectual property, in each case as determined by the Borrower or worn out property or (ii) any property that is such Subsidiary in its reasonable judgment to be no longer used economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole;
(c) sales, transfers, issuances and dispositions by (i) any Subsidiary to any Loan Party, and (ii) a Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party;
(d) leases of real or its Subsidiaries, in each case personal property in the ordinary course of business;
(be) the Disposition Investments and other transactions in compliance with Section 7.4 or Section 7.8;
(f) Dispositions of cash and Cash Equivalents in transactions not prohibited hereby and inventory and goods held for sale in the ordinary course of business;
(cg) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(nh) Dispositions leases, subleases, assignments, licenses or sublicenses, in each case in the ordinary course of non-core assets acquired in connection business and which do not materially interfere with an Investment permitted under Section 7.7, including a Specified Transactionthe business of the Borrower and the Subsidiaries;
(oi) Dispositions by the Borrower or any transfers of its Subsidiaries of any Foreign Subsidiary property subject to any other Foreign Subsidiary so long as at least 65% Recovery Events upon receipt of the Capital Stock Net Cash Proceeds of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9Recovery Event;
(pj) Dispositions of minority interests in joint venturesRestricted Payments permitted by Section 7.6;
(k) [reserved]; and
(ql) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. other Dispositions; provided that all Dispositions permitted under paragraphs (fi) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and the aggregate revenues in the case respect of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000Disposition, for at least 75% cash consideration (excluding, calculated in the case aggregate with the aggregate revenues of an Asset Sale all other Dispositions made in accordance with this clause (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtednessl) (it being understood that for during the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock preceding four fiscal quarters of the Borrower) or any Subsidiary and the release , does not exceed 25% of total revenues of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary taken as a result whole for the four fiscal quarter period ending immediately prior to the consummation of such Disposition, (ii) no Default or Event of Default shall occur or shall reasonably be expected to occur with respect to any Disposition proposed to be consummated pursuant to this clause (l) by virtue of any reduction in the total revenues of the Borrower and its Subsidiaries, (iii) the Disposition shall be made to unaffiliated third parties for fair value and for cash consideration of not less than 70% of the value of the asset disposed and (iv) the Net Cash Proceeds of any Disposition pursuant to this Section 7.5(l) shall be applied to prepay the Term Loans in accordance with, and to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); providedrequired by, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.11(c).
Appears in 2 contracts
Samples: Credit Agreement (Allscripts Healthcare Solutions, Inc.), Credit Agreement (Allscripts Healthcare Solutions, Inc.)
Disposition of Property. Dispose of Consummate any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any PersonAsset Sale, except:
(a) the Disposition of (i) obsolete or used, surplus, damaged, obsolete, worn out or other immaterial property or (ii) any property in the ordinary course of business, including Intellectual Property that is is, in the reasonable judgment of the Borrower, no longer used commercially desirable to maintain or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of businesstaken as a whole;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(d) the Disposition of property that is vacant and not required for ingress or egress for operation of the Refinery;
(e) Dispositions a Disposition of any Related Eligible Assets (i) in connection with the AESOP Financing Program North Yard or the Centre Point Financing Program, West Yard or (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother North Yard Assets or Other Logistics Assets to an Affiliate Transferee;
(f) the any issuance or sale of the Budget Truck Division for fair market value as determined by the board of directors of the BorrowerCapital Stock of, or Indebtedness or other securities of, an Excluded Subsidiary;
(g) (i) Dispositions permitted by Section 6.3, (ii) Investments permitted by Section 6.7, (iii) Restricted Payments permitted by Section 6.5, (iv) Liens permitted by Section 6.2, and (v) Dispositions permitted by Section 6.10;
(h) Dispositions of cash and Cash Equivalents in the ordinary course of business consistent with past practice;
(i) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business consistent with past practice and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and any other similar agreements permitted under Section 6.2(w) or 6.2(cc);
(j) sales, Dispositions or contributions of property (i) between Loan Parties, (ii) between Restricted Subsidiaries that are not Loan Parties or (iii) by Restricted Subsidiaries that are not Loan Parties to the Loan Parties;
(k) transfers of property subject to Recovery Events upon receipt of the Net Cash Proceeds of such Recovery Event;
(l) the unwinding of Swap Agreements permitted hereunder;
(m) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property arising from foreclosure or similar action or that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement;
(n) transactions under the Supply and Offtake Documents;
(o) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased);
(p) Dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the Joint Venture parties set forth in Joint Venture arrangements and similar binding arrangements;
(q) Dispositions of accounts receivable or notes receivables in the ordinary course of business in connection with the collection or compromise thereof solely to the extent not constituting Collateral; and
(r) the Disposition of other property having a fair market value not to exceed $1,000,000,000 10,000,000 in the aggregate for any fiscal year of the Borrower;
Borrower (h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property with unused amounts in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged calendar year being carried forward to the Administrative Agent pursuant to Section 6.9;
next succeeding (pbut no other) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clausefiscal year).
Appears in 2 contracts
Samples: Term Loan Agreement (Philadelphia Energy Solutions Inc.), Term Loan Agreement (Philadelphia Energy Solutions Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of the Borrower or any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete obsolete, damaged, uneconomic, used, surplus or worn out machinery, parts, property or (ii) any equipment, inventory or property that is or equipment no longer used or useful useful, in the conduct of the business of the Borrower its business, whether now owned or its Subsidiaries, in each case in the ordinary course of businesshereafter acquired;
(b) the Disposition sale of inventory and goods held for sale, each in the ordinary course of business;
(c) Dispositions permitted by clause Section 8.4(a), (b), (c), (d), (e), (f), (h) and (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor or, if any Restricted Subsidiary is not a Loan Party, to any other Restricted Subsidiary; provided that ;
(e) any sale or issuance Restricted Subsidiary of the Borrower may Dispose of any Subsidiary Guarantor’s Capital Stock shall only be assets to the Borrower or another any Subsidiary Guarantor or, subject to Section 8.7(f) (to the extent applicable), any other Restricted Subsidiary, and any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of any assets, or issue or sell Capital Stock, to any other Restricted Subsidiary that is not a Subsidiary Guarantor;
(ef) Dispositions of any Related Eligible Assets cash or Cash Equivalents in the ordinary course of business in transactions not otherwise prohibited by this Agreement;
(g) (i) non-exclusive licenses of technology in connection the ordinary course of business which, in the aggregate, do not materially detract from the value of any Collateral or materially interfere with the AESOP Financing Program ordinary conduct of the business of the Loan Parties or any of their Restricted Subsidiaries and (ii) sales, leases, transfers or other dispositions (whether through the Centre Point Financing Programdirect transfer of the ownership of such Intellectual Property, transfer of the Capital Stock of the owner of such Intellectual Property, exclusive licensing of such Intellectual Property or otherwise) by the Borrower and the Restricted Subsidiaries of Intellectual Property to other Persons (other than to a Loan Party), in accordance with normal industry practice; provided that the aggregate purchase price or other consideration (exclusive of success or similar fees and royalties, including fees based on future enforcement of such Intellectual Property) for such sales in reliance upon this clause (g)(ii) shall not exceed $125,000,000 from and after the Ninth Amendment Effective Date;
(h) Dispositions of other property (other than Intellectual Property) so long as the Borrower and its Restricted Subsidiaries shall be in compliance with the Financial Covenants set forth in Section 8.1 on a pro forma basis as of the last day of the Reference Period then most recently ended; provided that (i) at the time of such Disposition, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) to any Securitization Entity at least 75% of the consideration received in connection with each such Disposition consists of cash or Cash Equivalents, (iii) each such Disposition is on an arm’s-length transaction and the Borrower or the applicable Subsidiary receives at least fair market value in connection exchange therefor and (iv) the Borrower applies such Net Cash Proceeds in compliance with the incurrence Section 4.2(b) of any Securitization Indebtednessthis Agreement;
(fi) sales, assignments, transfers or other dispositions of accounts receivable of any Foreign Subsidiary in the ordinary course of business as part of any accounts receivable financing transaction or factoring permitted pursuant to Section 8.2(w);
(j) (i) the issuance or sale of shares of any Restricted Subsidiary’s Capital Stock to qualified directors if required by applicable law and (ii) compensatory issuances or grants of Capital Stock of the Budget Truck Division for fair market value as determined Borrower approved by the Borrower’s board of directors, any committee thereof or any designee of either to employees, officer, directors or consultants made pursuant to equity-based compensation plans or arrangements that have been approved by the shareholders of the Borrower;
(gk) Dispositions or exchanges of equipment or other property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrowersuch replacement property;
(h) the Dispositions listed on Schedule 7.5(h);
(il) Dispositions in the form of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property leases entered into in the ordinary course of business, and to the extent that they do not materially interfere with the business of the Borrower or any intercompany licenses and sublicenses of Intellectual PropertyRestricted Subsidiary, taken as a whole;
(km) dispositions Dispositions of the Capital Stock of Unrestricted Subsidiaries;
(n) the abandonment or use other Disposition of cash immaterial or non-core Intellectual Property (including allowing any registrations or any applications for registration of any Intellectual Property to lapse or go abandoned) to the extent the Borrower determines in its reasonable business judgment that (i) such Intellectual Property is not commercially reasonable to maintain under the circumstances and Cash Equivalents (ii) such Disposition would not materially and adversely affect the business of the Borrower and its Restricted Subsidiaries; it being understood for purposes of this clause (n), “non-core” means that such Intellectual Property is not implicated in any of the most recently developed product roadmaps ratified by an executive vice president, senior vice president or other Responsible Officer of the Borrower or the applicable Restricted Subsidiaries and developed together with the legal department thereof, provided, that the Borrower shall set forth in each Compliance Certificate delivered hereunder (A) a list of all Intellectual Property Disposed pursuant to this clause (n) for the period covered thereby and (B) a certification of a Responsible Officer of the Borrower that such Dispositions satisfy the requirements of this clause (n);
(o) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;
(lp) the abandonmentunwinding or settling of any Swap Agreement;
(q) Dispositions of Investments in joint ventures to the extent required by, termination or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(r) sales and other assignments, transfers or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness dispositions of accounts receivable in connection with the compromise or collection or compromise thereof;
(ns) any Designated Permitted Dispositions;
(t) any Permitted Restructuring; and
(u) Dispositions of non-core or obsolete assets (including non-core or obsolete Intellectual Property) acquired in connection with an Investment any Acquisition or other permitted under Section 7.7, including a Specified Transaction;
Investments; provided that (oi) Dispositions by at the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock time of such other Foreign Subsidiary Disposition, no Event of Default shall have occurred and be continuing or would result therefrom, (or any parent company of such other Foreign Subsidiaryii) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisoconsideration received in connection with each such Disposition consists of cash or Cash Equivalents and (iii) each such Disposition is on an arm’s-length transaction and the Borrower or the applicable Subsidiary receives at least fair market value in exchange therefor. Notwithstanding anything to the contrary contained in this Agreement, the following shall be deemed Disposition of Material Intellectual Property by a Loan Party to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer not a Subsidiary as a result of such Disposition, Loan Party shall not be permitted except for Dispositions permitted pursuant to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4Section 8.5(g) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory (including Time Share Interests) in the ordinary course of business;
(c) Dispositions permitted by clause (i) (A) or (ii)(A) of Section 7.4(b7.5(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to MVWC or the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) the Disposition of Time Share Receivables in connection with the AESOP Financing Program ordinary course of business (which may include the Disposition of disputed or the Centre Point Financing Programwritten down Time Share Receivables in a manner determined to be prudent by MVWC), (ii) Dispositions of Time Share Receivables and Related Assets or an interest therein of the type specified in the definition of “Qualified Securitization Transaction” to any Securitization Entity or a Time Share SPV, in each case provided that, after giving pro forma effect to such Disposition and application of proceeds thereof, the Borrower is in compliance with Section 7.2 and (iii) in connection with the incurrence Disposition of any Securitization IndebtednessTime Shares Receivables by Foreign Subsidiaries for fair value;
(f) the sale Disposition of Time Share Interests (other than in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness) not to exceed $50,000,000 in gross proceeds in any Fiscal Year;
(g) the Disposition of real property (other than Time Share Interests) not to exceed $150,000,000 in gross proceeds in any Fiscal Year;
(h) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member;
(i) Dispositions in connection with and contemplated by the Separation and Distribution Agreement and the Intercompany Agreements;
(j) the Disposition of property having a fair market value not to exceed $1,000,000,000 5,000,000 in the aggregate for any fiscal year of the BorrowerFiscal Year;
(hk) the Dispositions listed on Schedule 7.5(h)issuance of Preferred Stock;
(il) Dispositions the Disposition in the ordinary course of properties business of interests in the entities which hold the interests in inventory used in the operation of the Marriott Vacation Club, Asia Pacific business to an independent trustee or administrative third parties subject to condemnation, eminent domain or taking;regulatory provisions of the laws of the jurisdictions governing such entities; and
(jm) leases, subleases, licenses and sublicenses of real any operating or personal property, and Intellectual Property capital lease entered into by any Group Member (as lessor) in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Samples: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower to the Borrower or to any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorLoan Party;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale Disposition of property (i) from any Loan Party to any other Loan Party, (ii) from any Subsidiary that is not a Loan Party to any Loan Party, (iii) from any Subsidiary that is not a Loan Party to any Subsidiary that is not a Loan Party, and (iv) from any Loan Party to any Subsidiary that is not a Loan Party, provided that, in the Budget Truck Division for case of clause (iv) the fair market value as determined by the board of directors of the Borrowerassets so disposed do not exceed $250,000 in the aggregate;
(g) the Disposition Dispositions of other property having subject to a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the BorrowerCasualty Event;
(h) the Dispositions listed on Schedule 7.5(h)leases or subleases of real property;
(i) Dispositions the sale or discount without recourse of properties subject to condemnation, eminent domain accounts receivable arising in the ordinary course of business in connection with the compromise or taking;collection thereof; and
(j) leasesany abandonment, subleasescancellation, licenses non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and sublicenses not materially disadvantageous to the interests of real or personal propertythe Lenders;
(k) Dispositions of assets acquired in a Permitted Acquisition consummated within twelve (12) months of the date of the proposed disposition, so long as the consideration received for the assets to be so disposed is at least equal to the fair market value thereof, and provided that, in the case of clause the fair market value of the assets so disposed do not exceed $500,000 in the aggregate; and
(l) Non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business. provided, and however, that any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 2 contracts
Samples: Credit Agreement (XOOM Corp), Credit Agreement (XOOM Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) subject to Section 8.7, (i) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the U.S. Borrower to the U.S. Borrower or any Wholly Owned Subsidiary; provided that any Subsidiary Guarantor and (ii) the sale or issuance of the Capital Stock of any Subsidiary Guarantor’s Capital Stock shall only be of the U.S. Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the U.S. Borrower or another that is not a Subsidiary Guarantor;
(e) Dispositions any Disposition (other than a Disposition of any Related Eligible Assets all of the assets of Cedar Fair LP and its Subsidiaries, taken as a whole); provided that (i) after giving effect to such Disposition and any required prepayment of the Term Loans pursuant to Section 4.2(c), Cedar Fair LP shall be in connection compliance, on a Pro Forma Basis, with the AESOP Financing Program or the Centre Point Financing Program, covenant set forth in Section 8.1 and (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash of the consideration (excludingreceived in respect of such Disposition is cash; provided, in the case of an Asset Sale (or series of related Asset Sales)however, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisothis clause (e), each of the following shall be deemed to be cash considerationcash: (1A) Cash Equivalents, any liabilities (2as shown on the U.S. Borrower’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto) the assumption of Indebtedness of the U.S. Borrower (or a Subsidiary, other than Disqualified Stock liabilities that are by their terms subordinated to the payment in cash of the Borrower) or any Subsidiary and Obligations, that are assumed by the release of the Borrower and its Subsidiaries from all liability transferee with respect to payment the applicable Disposition and for which the U.S. Borrower and all of such Indebtednessthe Subsidiaries shall have been validly released by all applicable creditors in writing, (3B) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the U.S. Borrower or any Subsidiary from the such transferee that are converted by the U.S. Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days); provided, further, that if days following the Group Member’s action or event meets the criteria of more than one closing of the types applicable Disposition and (C) any Designated Non-Cash Consideration received by the U.S. Borrower or such Subsidiary from such transferee having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this subclause (C) that is at that time outstanding, not in excess of Dispositions described 2% of Total Assets (measured as of the time of receipt of such Designated Non-Cash Consideration), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration; and
(f) any exchange of assets for services and/or other assets of comparable or greater value; provided that (i) at least 90% of the consideration received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (ii) the fair market value (as determined in good faith by the U.S. Borrower) of all assets Disposed of pursuant to this clause (f) shall not exceed 10.0% of Total Assets (measured at the time of each such Disposition) in the clauses above, aggregate in any fiscal year of the Borrower in its sole discretion may classify Borrowers and (and reclassifyiii) such action no Default or event in one Event of Default exists or more clauses (including in part under one such clause and in part under another such clause)would result therefrom.
Appears in 2 contracts
Samples: Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or obsolete, worn out or surplus property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6(b)(ii)(A);
(d) the sale or issuance of any Subsidiary’s the Capital Stock of a Subsidiary of Holdings (i) to the Borrower or any Wholly Owned Subsidiary; provided that any sale other Loan Party, or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) by a Subsidiary that is not a Loan Party to any Securitization Entity another Subsidiary that is not a Loan Party or (iii) in connection with any transaction that does not result in a Change of Control;
(e) the incurrence use or transfer of any Securitization Indebtednessmoney, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(f) the sale non-exclusive licensing of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationpatents, eminent domain or taking;
(j) leasestrademarks, subleases, licenses and sublicenses of real or personal propertycopyrights, and other Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents rights in the ordinary course of business;
(lg) the abandonmentDisposition of property (i) from any Loan Party to any other Loan Party (other than Holdings), termination and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Group Member which acquires the property;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or other disposition subleases of Intellectual Property real property;
(j) the sale or leasehold properties discount without recourse of accounts receivable arising in the ordinary course of businessbusiness in connection with the compromise or collection thereof;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions of other property having a book value not to exceed $1,000,000 in the aggregate for any fiscal year of Holdings, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and
(m) dispositionsRestricted Payments permitted by Section 7.6, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment Investments permitted under by Section 7.77.8 and Liens permitted by Section 7.3. provided, including a Specified Transaction;
(o) Dispositions by the Borrower or however, that any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 (other than Dispositions (x) solely between Loan Parties, (y) Dispositions solely between Group Members that are not Loan Parties or (z) Dispositions between a Loan Party and a Group Member that is not a Loan Party in which the terms thereof in favor of a Loan Party are at least arm’s length terms) shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 2 contracts
Samples: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any of property that is no longer used or useful in the conduct of the business of the Borrower or and its Restricted Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of Cash Equivalents and sale of inventory in the ordinary course of business;
(c) Dispositions permitted by Section 7.4(a), clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.67.4(c);
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Wholly-Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions the Disposition for market value of property; provided that if such Disposition, together with all related Dispositions, involves assets with a value in excess of $10,000,000, not less than 75% of the total consideration (other than (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Borrower or any Related Eligible Assets (i) of its Restricted Subsidiaries and the valid release of the Borrower or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with the AESOP Financing Program or the Centre Point Financing Programsuch Disposition, (iiB) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationsecurities, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination notes or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions obligations received by the Borrower or any of its Restricted Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of from the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to transferee that are converted by the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs Restricted Subsidiaries into cash or Cash Equivalents within one hundred and eighty (f180) and (g)(i) and (g)(ii) days following the closing of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash EquivalentsDisposition, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3C) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Restricted Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of payment of such Indebtedness in connection with such Disposition and (4D) securities in connection with an asset swap, all of which shall be deemed “cash”) received is cash or Cash Equivalents or Designated Non-Cash Consideration to the extent that all Designated Non-Cash Consideration at such time does not exceed the greater of (x) $25,000,000 and (y) 2.0% of Total Assets as of the Applicable Date of Determination (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) and all of the consideration received is at least equal to the fair market value of the assets sold, transferred or otherwise disposed of); and provided, further, that any liabilities that, if not assumed by the transferee with respect to the applicable Disposition, would have been deducted in calculating the Net Cash Proceeds from such Disposition but that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be treated as cash consideration;
(a) any of the Borrower and its Restricted Subsidiaries may transfer assets to the Borrower or any Subsidiary from Guarantor and (b) any Excluded Subsidiary may transfer assets to any other Excluded Subsidiary;
(g) any of the transferee Borrower and its Restricted Subsidiaries shall be permitted to make Permitted Dispositions;
(h) any of the Borrower and its Restricted Subsidiaries shall be permitted to sell or otherwise dispose of property and other assets pursuant to Sale Leaseback Transactions permitted under Section 7.11;
(i) sale or like-kind exchanges of existing assets for similar replacement assets, so long as the receipt of the replacement assets in such sale or exchange occurs promptly following the transfer thereof; provided that are converted to the extent the assets that were subject to, and exchanged in connection with, such sale or like-kind exchange constituted Collateral, assets acquired in connection therewith shall constitute Collateral;
(j) any of the Borrower and its Restricted Subsidiaries shall be permitted to dispose of the Capital Stock or debt of an Unrestricted Subsidiary for fair market value;
(k) condemnations and casualty events, so long as the Recovery Event is applied in accordance with Section 2.11(b);
(l) issue Capital Stock to qualify directors of the board of directors (or similar governing body) of any Subsidiary of the Borrower where required by applicable law; and
(m) the unwinding of any Swap Agreement or Cash Management Agreement;
(n) the lapse or abandonment in the commercially reasonable business judgment of the Borrower or such its Restricted Subsidiaries of any registrations or applications for registration of any immaterial Intellectual Property rights;
(o) Disposition of Investments in (i) Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding agreements or (ii) Non-Wholly Owned Subsidiaries under put and call arrangements;
(p) Dispositions of non-core or obsolete assets acquired in connection with an acquisition or permitted Investment;
(q) Dispositions constituting Investments permitted under Section 7.8 or permitted Restricted Payments under Section 7.6;
(r) Dispositions to a non-Loan Party to the extent that it is otherwise a permitted Investment;
(s) the incurrence of Liens permitted hereunder;
(t) de minimis amounts of equipment provided to employees;
(u) the Borrower and any Restricted Subsidiary into cash within 180 days); providedmay (i) terminate or otherwise collapse its cost sharing agreements with the Borrower or any Subsidiary and settle any crossing payments in connection therewith, further(ii) convert any intercompany Indebtedness to Capital Stock, that if (iii) transfer any intercompany Indebtedness to the Group Member’s action Borrower or event meets the criteria of more than one of the types of Dispositions described in the clauses aboveany Restricted Subsidiary, (iv) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by Holdings, the Borrower or any Restricted Subsidiary, (v) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees of any Parent Entity, Holdings, the Borrower or any Subsidiary or any of their successors or assigns, (vi) surrender or waive contractual rights and settle or waive contractual or litigation claims or (vii) terminate any Swap Agreement.
(v) Dispositions for fair market value (including those of the type otherwise described herein) made after the Closing Date in an aggregate amount not to exceed the greater of (x) $25,000,000 and (y) 2.0% of Total Assets at any one time outstanding;
(w) any swap of assets in exchange for services in the ordinary course of business of comparable or greater fair market value of usefulness to the business of the Borrower and its sole discretion may classify Restricted Subsidiaries as a whole, as determined in good faith by the Borrower. Notwithstanding the foregoing, the Disposition of any Capital Stock of a Restricted Subsidiary (other than as permitted by clause (d) above) shall not be permitted unless all the Capital Stock of such Restricted Subsidiary is Disposed of pursuant to such Disposition (and reclassifyany other Investments in such Restricted Subsidiary, or any of its Restricted Subsidiaries, are also Disposed of or otherwise repaid in connection with such Disposition, or are treated as Investments under, and permitted by, clause (y) of Section 7.8). To the extent the Required Lenders waive the provisions of this Section 7.5 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or disposed of as permitted by this Section 7.5, such action Collateral in each case (unless sold or event disposed of to a Loan Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Loan Documents and the Administrative Agent shall take such actions in one or more clauses (including accordance with Section 10.14 as are appropriate in part under one such clause and in part under another such clause)connection therewith.
Appears in 2 contracts
Samples: Credit Agreement (National Mentor Holdings, Inc.), Credit Agreement (National Mentor Holdings, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of the Borrower or any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any PersonPerson or enter into any sale and leaseback transaction, except:
(a) the Disposition Dispositions of (i) obsolete obsolete, damaged, uneconomic or worn out machinery, parts, property or (ii) any equipment, or property that is or equipment no longer used or useful useful, in the conduct of the business of the Borrower its business, whether now owned or its Subsidiaries, in each case in the ordinary course of businesshereafter acquired;
(b) the Disposition sale of inventory and goods held for sale, each in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b7.4(a), Investments permitted under Section 7.7 (other than Section 7.7 b), (mc), (d) and Restricted Payments permitted under Section 7.6(e);
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor or, if any Restricted Subsidiary is not a Loan Party, to any other Restricted Subsidiary; provided that ;
(e) the Borrower or any sale or issuance Restricted Subsidiary of the Borrower may Dispose of any Subsidiary Guarantor’s Capital Stock shall only be assets to the Borrower or another any Subsidiary Guarantor or, subject to Section 7.7(f) (to the extent applicable) or Section 7.7(u) (to the extent applicable), any other Restricted Subsidiary, and any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of any assets, or issue or sell Capital Stock, to any other Restricted Subsidiary that is not a Subsidiary Guarantor;
(ef) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program cash or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of businessbusiness in transactions not otherwise prohibited by this Agreement;
(lg) the abandonmentassignments, termination licenses, cross-licenses, or other disposition of sublicenses with respect to Intellectual Property or leasehold properties granted to third parties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excludingbusiness which, in the case of an Asset Sale (or series of related Asset Sales)aggregate, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are do not Indebtedness) (it being understood that for materially detract from the purposes value of the foregoing proviso, Collateral taken as a whole or materially interfere with the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness business of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary Loan Parties and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).their Restricted Subsidiaries;
Appears in 2 contracts
Samples: Credit Agreement (2U, Inc.), Credit Agreement (2U, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business and the abandonment or Disposition of Intellectual Property that is, in the reasonable judgment of the Borrower, not material to the operation of the applicable Loan Party’s business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be of Holdings to the Borrower or another Subsidiary Guarantorany Loan Party;
(e) Dispositions the use or transfer of any Related Eligible Assets money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(i) the non-exclusive licensing or sub-licensing of patents, trademarks, copyrights, and other Intellectual Property rights in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence ordinary course of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerbusiness;
(g) the Disposition of property (i) by any Loan Party to any other Loan Party, (ii) by any Subsidiary (which is not a Loan Party) to any other Group Member, and (iii) by any Loan Party to any Subsidiary (which is not a Loan Party) pursuant to an Investment permitted under Section 7.8(e)(iii);
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of Real Property and security deposits required pursuant thereto;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and
(m) payments permitted under Section 7.6, Investments permitted under Section 7.8, and Liens permitted under Section 7.3;
(hn) (x) discounts of or forgiveness of accounts receivable or in connection with the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationcollection or compromise thereof, eminent domain or taking;
(j) leasesin each case, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses (y) sales, transfers and sublicenses other Dispositions of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents accounts receivable in connection with collection thereof in the ordinary course of business;
(o) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding, of any property or asset of a Group Member in an amount not to exceed, together with Dispositions permitted pursuant to clause (l) the abandonmentabove, termination or other disposition of Intellectual Property or leasehold properties $1,000,000 in the ordinary course aggregate for any fiscal year of businessthe Borrower; and
(mp) dispositions, discounts or forgiveness Disposition of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including by a Specified Transaction;
Loan Party pursuant to a Permitted Acquisition of a Loan Party disposed of within twelve (o12) Dispositions by months after the Borrower or any date of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary the Permitted Acquisition so long as the consideration received for the assets to be so disposed is at least 65% equal to the fair market value thereof and, at the reasonable discretion of the Capital Stock Administrative Agent, applied in reduction of such other Foreign Subsidiary (or the Obligations. provided, however, that any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 2 contracts
Samples: Credit Agreement (Alarm.com Holdings, Inc.), Credit Agreement (Alarm.com Holdings, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of the Company, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete used, obsolete, worn out, damaged or worn out surplus property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case and equipment in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause clauses (ia), (b)(x)(i), (b)(y)(i), (c) and (d) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.66.3;
(d) the sale or issuance of any Subsidiary’s Capital Stock of any Restricted Subsidiary to the Borrower Company or any Subsidiary Guarantor or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to any Restricted Subsidiary (provided that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s , Capital Stock shall only of such Restricted Subsidiary may be also issued to other owners thereof (other than Group Members) to the Borrower or another Subsidiary Guarantorextent such issuance is not dilutive to the ownership of the Company and its Restricted Subsidiaries);
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing or sublicensing of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents rights in the ordinary course of business;
(g) the granting of Liens permitted under Section 6.2;
(h) Dispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(i) licenses, sublicenses, leases or subleases with respect to any personal or real property or assets (other than Intellectual Property) granted to third Persons in the ordinary course of business (including the termination or expiration of any lease or real or personal property in accordance with its terms); provided, that the same do not in any material respect interfere with the business of the Company and its Restricted Subsidiaries, taken as a whole, or materially detract from the value of the relative assets of the Company and the Restricted Subsidiaries, taken as a whole;
(j) Dispositions among the Company and the Restricted Subsidiaries;
(k) the Disposition of assets described in Schedule 6.4;
(l) the abandonmentsettlement, termination forgiveness or other disposition write-off of Intellectual Property accounts receivable or leasehold properties sale of overdue accounts receivable for collection, compromise or settlement in the ordinary course of business; and;
(m) dispositionsDispositions constituting (i) Investments permitted under Section 6.6 excluding clause (t) thereof, discounts (ii) Restricted Payments permitted under Section 6.5 or forgiveness of accounts receivable in connection with the collection or compromise thereof(iii) Sale Leaseback Transactions permitted under Section 6.9;
(n) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by foreclosure, condemnation or similar proceeding of, any property or asset or pursuant to a sale thereof to a purchaser with such power under threat of such a taking;
(o) Dispositions of property in the ordinary course of business to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(p) the abandonment or cancellation of intellectual property, in the reasonable judgment of the Company, that is no longer used or useful in any material respect in the business of the Company and its Restricted Subsidiaries, taken as a whole;
(q) the unwinding of any Swap Agreements;
(r) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(s) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions Permitted Acquisition by the Borrower Company or any of its Restricted Subsidiaries within 18 months of any such Permitted Acquisition;
(t) Any surrender or waiver of contract rights or settlement, release or surrender of contract, tort or other litigation claims in the ordinary course of business;
(u) Dispositions pursuant to the Specified Foreign Subsidiary to any other Foreign Subsidiary Restructuring;
(v) so long as at least 65% no Default or Event of Default has occurred and is continuing, the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to other property; provided that (A) the Borrower or any the Restricted Subsidiary, as the case may be, receives consideration at the time of its Subsidiaries. provided that all Dispositions permitted under paragraphs such Asset Sale at least equal to the fair market value (fas determined in good faith by the Borrower) of the assets sold or otherwise Disposed of, and (g)(iB) and (g)(ii) of this Section 7.5 shall be made for fair value and except in the case of any a Permitted Asset Swap, not less than 75% of the consideration payable to the Company and its Restricted Subsidiaries in connection with such Disposition is in the form of cash or Cash Equivalents; (provided, further that for purposes of this clause (u), (i) any Designated Non-cash Consideration received by the Company or series such Restricted Subsidiary in respect of related Dispositions) such Disposition having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this proviso that yields gross proceeds to any Loan Party is at that time outstanding, not in excess of $25,000,00020,000,000, for with the fair market value of each item of Designated Non-cash Consideration being measured at least 75% cash consideration the time received and without giving effect to subsequent changes in value and (excludingii) any securities, in the case of an Asset Sale (notes or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities or assets received by the Borrower or any such Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 daysdays following the closing of such Assets Sale, shall be deemed to be cash); provided, further, that if ;
(w) sales of assets received by the Group Member’s action Company or event meets any Restricted Subsidiary from Persons other than the criteria of more than one Company or a Restricted Subsidiary upon foreclosure on a lien in favor of the types Company of Dispositions described such Subsidiary;
(x) any exchange of property of the Company or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the Company or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the Company or such Restricted Subsidiary, (b) the Company or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the Company) in good faith and (c) such property will be received by the Company or such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged; and
(y) Grants of credits and allowances in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (TMS International Corp.), Credit Agreement (TMS International Corp.)
Disposition of Property. Dispose of any of its propertyProperty (including, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock (including pursuant to any merger, consolidation, restructuring, recapitalization, reorganization or amalgamation) to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory in the ordinary course of businessDispositions permitted by Section 6.4(b);
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned SubsidiarySubsidiary Guarantor;
(d) the sale of inventory (as defined under GAAP, including Hydrocarbons sold as produced) which is sold in the ordinary course of business on ordinary trade terms; provided that any no Contract for the sale or issuance of any Subsidiary Guarantor’s Capital Stock Hydrocarbons shall only be to the obligate Borrower or another Subsidiary Guarantorany of its Subsidiaries to deliver Hydrocarbons at a future date without receiving full payment therefor within 90 days after delivery;
(e) Dispositions of claims against customers, working interest owners, other industry partners or any Related Eligible Assets (i) other Person in connection with the AESOP Financing Program workouts or the Centre Point Financing Programbankruptcy, (ii) to any Securitization Entity insolvency or (iii) in connection other similar proceedings with the incurrence of any Securitization Indebtednessrespect thereto;
(f) Dispositions of funds collected for the sale beneficial interest of, or of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerinterests owned by, royalty, overriding royalty or working interest owners;
(g) any Casualty Recovery Event, provided that the Disposition of other property having a fair market value not proceeds thereof are applied to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;one or more Qualified Investments; and
(h) Dispositions of Hydrocarbon Interests in any 12-month period not to exceed, in the Dispositions listed on Schedule 7.5(haggregate, 6% of the PV 10 Value of Borrower’s Oil and Gas Properties as set forth in the Reserve Report most recently delivered pursuant to Section 5.2(c)(i);
; provided (i) such Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses are for the fair market value thereof and sublicenses of real or personal property, and Intellectual Property the consideration received in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of such Disposition is cash and Cash Equivalents in the ordinary course of business;
(lii) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary proceeds thereof are applied to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including Qualified Investments or to prepay the Loans in part under one such clause and in part under another such clauseaccordance with Section 2.7(c).
Appears in 2 contracts
Samples: Credit Agreement (Parsley Energy, Inc.), Credit Agreement (Parsley Energy, Inc.)
Disposition of Property. Dispose of any of its property, whether ----------------------- now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s 's Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(ge) the Disposition of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(mf) dispositionsso long as after giving effect thereto the Borrower is in pro forma compliance with the covenants in Section 7.1 and no Default or Event of Default shall occur or be continuing, discounts any Asset Swap; provided that if -------- and to the extent that the Borrower or forgiveness of accounts receivable such Subsidiary receives consideration for the asset or assets transferred by them in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired such Asset Swap that is in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged addition to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests asset or assets received in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any exchange therefor, such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following Swap shall be deemed to be cash consideration: (1a Disposition and shall be permitted if Section 7.5(e) Cash Equivalentsshall be complied with in connection therewith and, (2) provided, further, that the assumption aggregate fair market value of Indebtedness of -------- ------- the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release assets of the Borrower and its Subsidiaries from all liability with respect that are transferred pursuant to payment Asset Swaps during any fiscal year of such Indebtedness, (3) Indebtedness the Borrower may in no event exceed 10% of any Subsidiary that is no longer a Subsidiary as a result the aggregate consolidated book value of such Disposition, to the extent that assets of the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by its Subsidiaries as at the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one last day of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)immediately preceding fiscal year.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Coaxial LLC), Revolving Credit Agreement (Insight Communications Co Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any of property that is no longer used or useful in the conduct of the business of the Borrower or and its Restricted Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of Cash Equivalents and sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.67.4(c);
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Wholly-Owned Subsidiary;
(e) the Disposition for market value of other property in the aggregate having a book value not exceeding 15% of the consolidated assets of the Borrower and its Restricted Subsidiaries in the aggregate from and after the Closing Date (with consolidated assets being determined at the time of any such Disposition by reference to the most recent consolidated financial statements delivered pursuant to Section 6.1); provided that if such Disposition, together with all related Dispositions, involves assets with a value in excess of $5.0 million, not less than 75% of the total consideration for any sale such Disposition shall be paid to the Borrower in cash or issuance within 180 days after the consummation of such Disposition is reasonably expected to and shall be converted into cash; and provided, further, that any Subsidiary Guarantor’s Capital Stock liabilities that, if not assumed by the transferee with respect to the applicable Disposition, would have been deducted in calculating the Net Cash Proceeds from such Disposition but that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall only have been validly released by all applicable creditors in writing, shall be treated as cash consideration;
(f) any of the Borrower and its Restricted Subsidiaries may transfer assets to the Borrower or another any Subsidiary Guarantor;
(eg) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not Borrower and its Restricted Subsidiaries shall be permitted to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrowermake Permitted Dispositions;
(h) any of the Dispositions listed on Schedule 7.5(h)Borrower and its Restricted Subsidiaries shall be permitted to sell or otherwise dispose of property and other assets pursuant to Sale Leaseback Transactions permitted under Section 7.11;
(i) Dispositions like-kind exchanges of properties existing assets for similar replacement assets, so long as the receipt of the replacement assets in such exchange occurs promptly following the transfer thereof; provided that to the extent the assets that were subject to condemnationto, eminent domain or taking;and exchanged in connection with, such like-kind exchange constituted Collateral, assets acquired in connection therewith shall constitute Collateral; and
(j) leases, subleases, licenses and sublicenses any of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of and its Restricted Subsidiaries of any Foreign Subsidiary shall be permitted to any other Foreign Subsidiary so long as at least 65% dispose of the Capital Stock of such other Foreign an Unrestricted Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to for fair market value. Notwithstanding the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any foregoing, the Disposition of any Foreign Capital Stock of a Restricted Subsidiary (other than as permitted by clause (d) above) shall not be permitted unless all the Capital Stock of such Restricted Subsidiary is Disposed of pursuant to such Disposition (and any holding company formed other Investments in connection with the Avis Europe Acquisition to the Borrower such Restricted Subsidiary, or any of its Restricted Subsidiaries, are also Disposed of or otherwise repaid in connection with such Disposition, or are treated as Investments under, and permitted by, clause (y) of Section 7.8). provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) To the extent the Required Lenders waive the provisions of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness the sale or other disposition of any Subsidiary that is no longer a Subsidiary as a result of such DispositionCollateral, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations Collateral is sold or disposed of as permitted by this Section, such Collateral in each case (unless sold or disposed of to provide credit support in respect a Loan Party) shall be sold or otherwise disposed of such Indebtedness free and (4) securities received clear of the Liens created by the Borrower or any Subsidiary from Loan Documents and the transferee that Administrative Agent shall take such actions in accordance with Section 10.14 as are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described appropriate in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)connection therewith.
Appears in 2 contracts
Samples: Amendment Agreement (National Mentor Holdings, Inc.), Credit Agreement (National Mentor Holdings, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, used, surplus or worn out property in the ordinary course of business (including the abandonment or (iiother Disposition of Intellectual Property that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole) any and Dispositions of property that is no longer used or useful in the conduct of the business of the Borrower or Borrowers and its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned SubsidiarySubsidiary Guarantor; provided that any and the sale or issuance of any Subsidiary GuarantorForeign Subsidiary’s Capital Stock shall only be to any other Foreign Subsidiary, the Borrower or another any other Wholly Owned Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednesssale-leaseback transactions permitted by Section 8.11;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationsales, eminent domain transfers or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default then exists or would result therefrom, (ii) the Borrower or such Subsidiary receives at least fair market value (as determined in good faith by the Borrower), (iii) the aggregate proceeds received by the Borrower or such Subsidiary from all such sales, transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the aggregate consideration paid for such Permitted Acquisition, and (iv) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of such Permitted Acquisition;
(g) the sale of Securitization Assets to one or more Securitization Subsidiaries in connection with a Permitted Securitization;
(h) Dispositions of property from (a) the Borrower to any Foreign Subsidiary Guarantor, (b) from any Subsidiary Guarantor to any other Foreign Subsidiary so long as at least 65% Guarantor and (c) any Subsidiary of the Capital Stock Borrower that is not a Subsidiary Guarantor to any other Subsidiary of such other Foreign the Borrower that is not a Subsidiary (Guarantor or to any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9Loan Party;
(pi) Dispositions of minority interests in joint ventures; andpermitted by Section 8.3;
(qj) any Disposition leases or subleases of any Foreign Subsidiary and any holding company formed property in connection the ordinary course of business which do not materially interfere with the Avis Europe Acquisition to conduct of the business of the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary taken as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).whole;
Appears in 2 contracts
Samples: Credit Agreement (Auto Disposal of Memphis, Inc.), Credit Agreement (Carbuyco, LLC)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, or (ii) in connection with any transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(i) the non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in connection with the AESOP Financing Program or the Centre Point Financing Program, ordinary course of business; and (ii) to any Securitization Entity or (iii) licensing of patents, trademarks, copyrights, and other Intellectual Property rights customary for companies of similar size and in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value same industry as determined Borrower and that are approved by the Borrower’s board of directors and which would not result in a legal transfer of title of such licensed Intellectual Property, but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the BorrowerUnited States;
(g) the Disposition of property (i) by any Loan Party to any other Loan Party, and (ii) by any Subsidiary that is not a Loan Party to any other Group Member;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of real property;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with Section 6.3(a);
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower;
(h) , provided that at the Dispositions listed on Schedule 7.5(h);
(i) Dispositions time of properties subject to condemnationany such Disposition, eminent domain no Event of Default shall have occurred and be continuing or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of businesswould result from such Disposition; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment payments permitted under Section 7.77.6 and Liens permitted under Section 7.3. provided, including a Specified Transaction;
(o) Dispositions by the Borrower or however, that any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 2 contracts
Samples: Credit Agreement (Radisys Corp), Credit Agreement (Radisys Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Hortonworks, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) surplus, obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by Section 7.4(a) or clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be of Hortonworks (i) to the Borrower Borrower, any other Loan Party, another Subsidiary, or another in order to qualify members of the governing body of such Subsidiary Guarantor(if required by applicable law), or (ii) in connection with any transaction that does not result in a Change of Control;
(e) Dispositions the use or transfer of any Related Eligible Assets money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(i) the non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in connection with the AESOP Financing Program or the Centre Point Financing Programordinary course of business, and (ii) the dedication to any Securitization Entity or (iii) public use of Intellectual Property rights in connection with the incurrence ordinary course of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerbusiness;
(g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member;
(h) Dispositions of property subject to a Casualty Event;
(i) (i) leases or subleases of Real Property, and (ii) the granting, creation or existence of a Permitted Lien;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with Section 6.3(b);
(i) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders, and (ii) the settlement, release or surrender of other claims in the ordinary course of business; and
(l) Dispositions of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower;
(h) ; provided that at the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries time of any Foreign Subsidiary to such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition. provided, however, that any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 (other than in respect of Dispositions pursuant to 7.5(f)(ii)) shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration as reasonably determined by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Samples: Credit Agreement (Hortonworks, Inc.), Credit Agreement (Hortonworks, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries (including the abandonment or other Disposition of Intellectual Property that is, in the reasonable business judgment of the Borrower and its Subsidiaries, in each case in no longer material to the ordinary course conduct of businessthe business of the Loan Parties taken as a whole);
(b) the Disposition sale, transfer or lease of inventory any assets in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.67.4;
(d) the sale sale, contribution or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with by the AESOP Financing Program or the Centre Point Financing Program, (ii) Borrower to any Securitization Entity Subsidiary and by any Subsidiary to the Borrower or (iii) in connection with the incurrence of any Securitization Indebtednessother Subsidiary on reasonable terms;
(f) Dispositions constituting the sale making or liquidating of the Budget Truck Division for fair market value as determined Investments permitted by the board of directors of the BorrowerSection 7.8;
(g) Dispositions constituting the making of a Restricted Payment permitted by Section 7.6;
(h) Dispositions of assets to the extent that (i) such assets are exchanged for credit against the purchase price of similar replacement assets or (ii) the proceeds of such Dispositions are promptly applied to the purchase price of such replacement assets;
(i) Dispositions of accounts receivable in connection with the collection or compromise thereof;
(j) leases, subleases, licenses or sublicenses of property (including Intellectual Property) on customary terms in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; and
(k) the Disposition of other property having a fair market value not to exceed $1,000,000,000 7.5% of the total assets in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed , calculated on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Pro Forma Basis.
Appears in 2 contracts
Samples: Credit Agreement (Gartner Inc), Credit Agreement (Gartner Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, surplus or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale or licensing of inventory inventory, subscriptions to databases or software as a service, all in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(a), Investments permitted under Section 7.7 (other than Section 7.7 b), (m)c) and Restricted Payments permitted under Section 7.6(d);
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets cash or Cash Equivalents in the ordinary course of business in transactions not otherwise prohibited by this Agreement; provided that until (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, Certain Funds Period has expired and (ii) the Interim Loans have been indefeasibly paid in full and all commitments with respect thereto have terminated, cash or Cash Equivalents on deposit in the Blocked Accounts may not be disposed of except to any Securitization Entity be transferred to an Escrow Account or (iii) in connection with to the incurrence satisfy the terms of any Securitization Indebtednessthe Offer or Scheme and fund a portion of the Acquisition consideration;
(f) discount or otherwise compromise for less than face value thereof, notes or accounts receivable in the sale ordinary course of business in or to resolve disputes;
(g) licenses, sublicenses, leases or subleases and similar arrangements for the use of the Budget Truck Division for fair market value as determined by property in the board ordinary course of directors business;
(h) Port Authority Technologies, Inc. may Dispose of the Capital Stock of Port Authority Technologies Israel Ltd. to another Subsidiary of the Borrower;
(gi) Rationalizing Constellation Dispositions; provided that (i) at least 80% of the consideration received in connection therewith consists of cash or Cash Equivalents, (ii) the assets are sold for no less than fair market value and (iii) the aggregate fair market value of the Rationalizing Constellation Dispositions identified in clause (ii) of the definition thereof and sold pursuant to this clause (i) does not exceed $50,000,000; and
(j) the Disposition of other property having a fair market value not to exceed $1,000,000,000 10,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as provided that at least 65lest 90% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed consideration received in connection with the Avis Europe Acquisition to the Borrower therewith consists of cash or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Samples: Senior Credit Agreement (Websense Inc), Senior Credit Agreement (Websense Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of the Borrower or any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete obsolete, damaged, uneconomic, used, surplus or worn out machinery, parts, property or (ii) any equipment, inventory or property that is or equipment no longer used or useful useful, in the conduct of the business of the Borrower its business, whether now owned or its Subsidiaries, in each case in the ordinary course of businesshereafter acquired;
(b) the Disposition sale of inventory and goods held for sale, each in the ordinary course of business;
(c) Dispositions permitted by clause Section 8.4(a), (b), (c), (d), (e), (f), (h) and (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor or, if any Restricted Subsidiary is not a Loan Party, to any other Restricted Subsidiary; provided that ;
(e) any sale or issuance Restricted Subsidiary of the Borrower may Dispose of any Subsidiary Guarantor’s Capital Stock shall only be assets to the Borrower or another any Subsidiary Guarantor or, subject to Section 8.7(f) (to the extent applicable), any other Restricted Subsidiary, and any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of any assets, or issue or sell Capital Stock, to any other Restricted Subsidiary that is not a Subsidiary Guarantor;
(ef) Dispositions of any Related Eligible Assets (i) cash or Cash Equivalents in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) ordinary course of business in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined transactions not otherwise prohibited by the board of directors of the Borrowerthis Agreement;
(g) (i) non-exclusive licenses of technology in the ordinary course of business which, in the aggregate, do not materially detract from the value of any Collateral or materially interfere with the ordinary conduct of the business of the Loan Parties or any of their Restricted Subsidiaries and (ii) sales, leases, transfers or other dispositions (whether through the direct transfer of the ownership of such Intellectual Property, transfer of the Capital Stock of the owner of such Intellectual Property, exclusive licensing of such Intellectual Property or otherwise) by the Borrower and the Restricted Subsidiaries of Intellectual Property to other Persons (other than to a Loan Party), in accordance with normal industry practice; provided that the aggregate purchase price or other consideration (exclusive of success or similar fees and royalties, including fees based on future enforcement of such Intellectual Property) for such sales in reliance upon this clause (g)(ii) shall not exceed $125,000,000 during the term of this Agreement;
(i) the Disposition of other property (other than Intellectual Property) having a fair market value not to exceed $1,000,000,000 the greater of (A) 1.0% of the Consolidated Total Tangible Assets of the Borrower in the aggregate for any fiscal year of the Borrower or (B) $45,000,000 in any fiscal year of the Borrower;
; provided that at least 75% of the consideration received in connection therewith consists of cash or Cash Equivalents and such Disposition is made for fair market value and (hii) the Dispositions listed on Schedule 7.5(h)Disposition of property or assets as a result of a Recovery Event, in each case so long as the Borrower is in compliance with Section 4.2(b) of this Agreement;
(i) Dispositions sales, assignments, transfers or other dispositions of properties subject accounts receivable of any Foreign Subsidiary in the ordinary course of business as part of any accounts receivable financing transaction or factoring permitted pursuant to condemnation, eminent domain or takingSection 8.2(w);
(j) leases(i) the issuance or sale of shares of any Restricted Subsidiary’s Capital Stock to qualified directors if required by applicable law and (ii) compensatory issuances or grants of Capital Stock of the Borrower approved by the Borrower’s board of directors, subleasesany committee thereof or any designee of either to employees, licenses and sublicenses officer, directors or consultants made pursuant to equity-based compensation plans or arrangements that have been approved by the shareholders of real the Borrower;
(k) Dispositions or personal exchanges of equipment or other property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, and Intellectual Property ;
(l) Dispositions in the form of leases entered into in the ordinary course of business, and to the extent that they do not materially interfere with the business of the Borrower or any intercompany licenses and sublicenses of Intellectual PropertyRestricted Subsidiary, taken as a whole;
(km) dispositions Dispositions of the Capital Stock of Unrestricted Subsidiaries;
(n) the abandonment or use other Disposition of cash immaterial Intellectual Property (including allowing any registrations or any applications for registration of any Intellectual Property to lapse or go abandoned) to the extent the Borrower determines in its reasonable business judgment that (i) such Intellectual Property is not commercially reasonable to maintain under the circumstances and Cash Equivalents (ii) such Disposition would not materially and adversely affect the business of the Borrower and its Restricted Subsidiaries;
(o) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;
(lp) the abandonmentunwinding or settling of any Swap Agreement;
(q) Dispositions of Investments in joint ventures to the extent required by, termination or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(r) sales and other assignments, transfers or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness dispositions of accounts receivable in connection with the compromise or collection or compromise thereof;
(ns) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint venturesDesignated Permitted Dispositions; and
(qt) any Disposition of any Foreign Permitted Restructuring. Notwithstanding the foregoing, a Designated IP Subsidiary and any holding company formed in connection with the Avis Europe Acquisition shall not make Dispositions other than pursuant to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs clauses (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Salesa), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalentsb), (2) the assumption of Indebtedness of the Borrower e), (other than Disqualified Stock of the Borrowerg), (n) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3s) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 500,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Material Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any in the ordinary course of business and Dispositions of property that is no longer used or useful in material to the conduct of the business of the Borrower or Guarantor and its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory and other assets (including securities and derivatives) in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b6.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance (i) of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower Guarantor or another any Subsidiary Guarantorof the Guarantor or (ii) that constitutes a minority interest in a Person that is not a Subsidiary;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program sale or other Disposition by the Centre Point Financing Program, Guarantor of its property or assets to another Loan Party or (ii) the sale or other Disposition by any Subsidiary to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessanother Subsidiary;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerany Restricted Payment or Investment that is permitted to be made, and is made, under Section 6.6 or 6.8, respectively;
(g) the lease, assignment or sublease of any real or personal property in the ordinary course of business;
(h) sales or grants of licenses or sublicenses to use the Guarantor’s or any of its Subsidiaries’ trademarks, patents, trade secrets, know-how or other Intellectual Property and technology to the extent that such sale, license or sublicense does not materially impair the conduct of the business of any Borrower or the Guarantor or any of its Subsidiaries, taken as a whole;
(i) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased);
(j) Dispositions in the ordinary course of business of Cash Equivalents;
(k) the cancellation or forgiveness in the ordinary course of business of any loan or advance to any employee of any Group Member;
(l) the Disposition of other property having a fair market value not to exceed $1,000,000,000 exceed, in the aggregate for any fiscal year of the Borrower;
(h) Guarantor, $20,000,000; provided that any such Disposition to a Person that is not a Group Member is for consideration at least equivalent to the Dispositions listed on Schedule 7.5(h);
(i) Dispositions fair market value of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal such other property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries Disposition of any Foreign Subsidiary other property having a fair market value exceeding, in the aggregate for any fiscal year of the Guarantor, $20,000,000; provided that any such Disposition to any other Foreign Subsidiary so long as a Person that is not a Group Member is for consideration at least 65% of equivalent to the Capital Stock fair market value of such other Foreign Subsidiary property; and provided, further that, (or any parent company i) after giving effect to such Disposition, the Guarantor shall be in compliance with Section 6.12, and (ii) if the fair market value of such other Foreign Subsidiary) is pledged property exceeds $50,000,000, such Disposition shall only be permitted if the Loan Parties, after giving pro forma effect to such Disposition and the Administrative Agent pursuant to Section 6.9;
(p) Dispositions use of minority interests proceeds thereof, are in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection compliance with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (fcovenants set forth in Sections 6.1(a) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clausec).
Appears in 2 contracts
Samples: Credit Agreement (Knight Capital Group, Inc.), Credit Agreement (Knight Capital Group, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) subject to Section 8.7, (i) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the U.S. Borrower to the U.S. Borrower or any Wholly Owned Subsidiary; provided that any Subsidiary Guarantor and (ii) the sale or issuance of the Capital Stock of any Subsidiary Guarantor’s Capital Stock shall only be of the U.S. Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the U.S. Borrower or another that is not a Subsidiary Guarantor;
(e) Dispositions the Disposition of other property (other than in connection with any sale and leaseback of any Related Eligible Assets such property) having a fair market value not to exceed $250,000,000 in the aggregate from and after the Closing Date; provided that (i) after giving effect to such Disposition and any required prepayment of the Term Loans pursuant to Section 4.2(c), Cedar Fair LP shall be in connection compliance, on a Pro Forma Basis, with the AESOP Financing Program or the Centre Point Financing Program, covenants set forth in Section 8.1 and (ii) to any Securitization Entity or (iii) at least 80% of the consideration received in connection with the incurrence respect of any Securitization Indebtednesssuch Disposition is cash;
(f) the Disposition of other property (other than in connection with any sale and leaseback of the Budget Truck Division for any such property) having a fair market value as determined by not to exceed $25,000,000 in the board of directors aggregate in any fiscal year of the Borrower; provided that at least 80% of the consideration received in respect of such Disposition is cash;
(g) the Disposition of other property having a from and after the Closing Date for consideration at least equal to the fair market value not of such property (as determined in good faith by the Board of Directors of Cedar Fair LP) so long as (i) after giving effect to exceed $1,000,000,000 in the aggregate for such Disposition and any fiscal year required prepayment of the Borrower;Term Loans pursuant to Section 4.2(b), Cedar Fair LP shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 8.1, (ii) the consideration received in respect of any such Disposition shall be no less than an amount equal to (x) the Consolidated EBITDA attributable to such asset (as determined in good faith by the Board of Directors of Cedar Fair LP) multiplied by (y)(i) the Consolidated Leverage Ratio as of the most recent test date pursuant to Section 8.1(a) plus (ii) 0.25, (iii) at least 80% of the consideration received in respect of such Disposition is cash and (iv) no more than five amusement parks (excluding water parks) shall be Disposed pursuant to this clause (g); and
(h) the Dispositions listed on Schedule 7.5(h);
any exchange of assets for services and/or other assets of comparable or greater value; provided, that (i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 6590% of the Capital Stock consideration received by the transferor consists of such other Foreign Subsidiary assets that will be used in a business or business activity permitted hereunder, (or any parent company ii) the fair market value (as determined in good faith by the U.S. Borrower) of such other Foreign Subsidiary) is pledged to the Administrative Agent all assets Disposed of pursuant to Section 6.9;
this clause (ph) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of not exceed $25,000,000, for at least 75% cash consideration (excluding, in the case iii) no Default or Event of an Asset Sale Default exists or would result therefrom and (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2iv) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability Net Cash Proceeds, if any, thereof are applied in accordance with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 4.2(c).
Appears in 2 contracts
Samples: Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) subject to Section 8.7, (i) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the U.S. Borrower to the U.S. Borrower or any Wholly Owned Subsidiary; provided that any Subsidiary Guarantor and (ii) the sale or issuance of the Capital Stock of any Subsidiary Guarantor’s Capital Stock shall only be of the U.S. Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the U.S. Borrower or another that is not a Subsidiary Guarantor;
(e) Dispositions any Disposition (other than a Disposition of any Related Eligible Assets all of the assets of Cedar Fair LP and its Subsidiaries, taken as a whole); provided that (i) after giving effect to such Disposition and any required prepayment of the Term Loans pursuant to Section 4.2(c), Cedar Fair LP shall be in connection compliance, on a Pro Forma Basis, with the AESOP Financing Program or the Centre Point Financing Program, covenant set forth in Section 8.1(a) and (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash of the consideration (excludingreceived in respect of such Disposition is cash; provided, in the case of an Asset Sale (or series of related Asset Sales)however, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisothis clause (e), each of the following shall be deemed to be cash considerationcash: (1A) Cash Equivalents, any liabilities (2as shown on the U.S. Borrower’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto) the assumption of Indebtedness of the U.S. Borrower (or a Subsidiary, other than Disqualified Stock liabilities that are by their terms subordinated to the payment in cash of the Borrower) or any Subsidiary and Obligations, that are assumed by the release of the Borrower and its Subsidiaries from all liability transferee with respect to payment the applicable Disposition and for which the U.S. Borrower and all of such Indebtednessthe Subsidiaries shall have been validly released by all applicable creditors in writing, (3B) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the U.S. Borrower or any Subsidiary from the such transferee that are converted by the U.S. Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days); provided, further, that if days following the Group Member’s action or event meets the criteria of more than one closing of the types applicable Disposition and (C) any Designated Non-Cash Consideration received by the U.S. Borrower or such Subsidiary from such transferee having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this subclause (C) that is at that time outstanding, not in excess of Dispositions described 2% of Total Assets (measured as of the time of receipt of such Designated Non-Cash Consideration), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration; and
(f) any exchange of assets for services and/or other assets of comparable or greater value; provided that (i) at least 90% of the consideration received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (ii) the fair market value (as determined in good faith by the U.S. Borrower) of all assets Disposed of pursuant to this clause (f) shall not exceed 10.0% of Total Assets (measured at the time of each such Disposition) in the clauses above, aggregate in any fiscal year of the Borrower in its sole discretion may classify Borrowers and (and reclassifyiii) such action no Default or event in one Event of Default exists or more clauses (including in part under one such clause and in part under another such clause)would result therefrom.
Appears in 2 contracts
Samples: Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P)
Disposition of Property. Dispose of any Property (including by way of its property, Division) whether now owned or hereafter acquired, or, in the case or issue or Dispose of any Subsidiary, issue Equity Interest of any Person that directly or sell indirectly owns any shares of such Subsidiary’s Capital Stock to any Personthe foregoing, except:
(a) Dispositions permitted by Section 7.4;
(b) the Disposition of (i) obsolete or worn out property property, or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiariessuch Person’s business, in each case in the ordinary course Ordinary Course of businessBusiness;
(bc) the Disposition of inventory or other assets in the ordinary course Ordinary Course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6Business or consistent with past practice;
(d) Dispositions of cash or Cash Equivalents in the Ordinary Course of Business;
(e) the sale or issuance of (i) the Parent Borrower’s Equity Interests (other than Disqualified Stock) or (ii) any Subsidiary’s Capital Stock Equity Interests to the Parent Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Party;
(f) (i) transfers of assets between or among the sale Parent Borrower and the other Loan Parties, (ii) transfers of the Budget Truck Division for fair market value as determined by the board assets to Loan Parties and (iii) transfers of directors of the Borrowerassets between or among Subsidiaries that are not Loan Parties;
(g) any Dispositions constituted by the Disposition granting of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the BorrowerLiens permitted by Section 7.1;
(h) any lease of drill pipe by Quail Tools to a customer located outside of the Dispositions listed on Schedule 7.5(h)United States and any subsequent sale to such customer of any such drill pipe;
(i) Dispositions any sale by the Parent Borrower or any Subsidiary to its customers of properties subject to condemnationdrill pipe, eminent domain or takingtools, and associated drilling equipment utilized in connection with a drilling contract for the employment of a drilling rig in the Ordinary Course of Business and consistent with past practice;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property Dispositions constituting Investments permitted under Section 7.6(h); provided that no such Disposition to a non-Loan Party shall include Borrowing Base Collateral that was included in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;most recently delivered Borrowing Base Certificate; and
(k) dispositions any other Disposition of Property (other than Borrowing Base Collateral) not otherwise permitted under this Section 7.5; provided that (i) at the time of such Disposition, no Default shall exist or use would result from such Disposition, (ii) the aggregate fair market value of cash all Property disposed of in reliance on this Section 7.5(k) in any 12 month period does not exceed $25,000,000 and (iii) at least 75% of the purchase price for such Property shall be paid to the Parent Borrower or the applicable Subsidiary in cash, Cash Equivalents in or any combination thereof; provided that any liabilities (as shown on the ordinary course Parent Borrower’s or such Subsidiary’s most recent balance sheet) of business;
the Parent Borrower or any Subsidiary (lother than (x) liabilities of any Excluded Subsidiary or Project Finance Subsidiary and (y) contingent liabilities and liabilities that are by their terms subordinated to the abandonment, termination Loans or other disposition of Intellectual Property or leasehold properties in any Guarantee pursuant to the ordinary course of business; and
(mLoan Documents) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Parent Borrower or such Subsidiary from further liability shall be deemed to be cash for purposes of this Section 7.5(k); provided, that, notwithstanding the foregoing, this Section 7.5 shall not permit the Parent Borrower or any of its Subsidiaries to Dispose of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of a Borrower, unless such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) borrower status is pledged to the Administrative Agent pursuant to terminated in accordance with Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause2.14(e).
Appears in 2 contracts
Samples: Credit Agreement (Nabors Industries LTD), Credit Agreement (Parker Drilling Co /De/)
Disposition of Property. Dispose of Make any Disposition of its propertyProperty, whether now owned or hereafter acquired, or, in except (a) a Disposition by the case of any Guarantor to a Wholly-Owned Restricted Subsidiary, issue or sell any shares of such by a Restricted Subsidiary to the Guarantor or another Restricted Subsidiary’s Capital Stock , (b) Investments permitted by Clause C.16 hereof to any Personthe extent constituting Dispositions, except:
(ac) the Disposition of any Equity Interests of (or other Investments in) any Joint Venture to the extent required by the terms of any agreement governing such Joint Venture, (d) Dispositions of (i) obsolete or worn out property or accounts receivable and (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiariescollateral securing accounts receivable and guarantees supporting accounts receivable, in each case set forth in clauses (i) and (ii) as transferred in connection with a receivables financing permitted under Clause C.10(k) hereof, (e) Dispositions, of which the fair market value (as reasonably determined in good faith by a Senior Officer of the Guarantor), when aggregated with the proceeds of all other Dispositions incurred under this clause (e) within the same Fiscal Year, are less than or equal to the greater of (i) $100,000,000 and (ii) an amount equal to 12.5% of Consolidated Total Assets, (f) sales, rentals or leases of satellite capacity, bandwidth, beams, transponders or threads or other grants of rights of satellite use or of any other portion of a Satellite in the ordinary course of business;
(b) the Disposition of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) business and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of any Satellite (other property having a than the ViaSat-1 and ViaSat-2 Satellites) for fair market value (as reasonably determined in good faith by a Senior Officer of the Guarantor) to any Person for whom such Satellite was procured that is not to exceed $1,000,000,000 an Affiliate of the Guarantor; provided that in the aggregate for any fiscal year case of the Borrower;
clause (h) the d), no Potential Default or Event of Default then exists or would result from Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable made in connection with the collection any new or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value extended receivables financing and in the case of any such Disposition clause (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Salese), any consideration by way no Event of relief from, Default then exists or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries would result from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Samples: Third Amendment Agreement, Third Amendment Agreement (Viasat Inc)
Disposition of Property. Dispose of any of its propertyproperty (other than cash), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property, used equipment or other property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its SubsidiariesGroup Members, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b7.4(c), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower Company or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization IndebtednessCash Equivalents;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereofthereof in the ordinary course of business;
(g) Dispositions by any Group Member to any other Group Member;
(h) Dispositions permitted by Section 7.9;
(i) Dispositions constituting investments in another Person;
(j) Dispositions of a portion of any property acquired after the Closing Date pursuant to an Acquisition, provided such Dispositions are effected within 360 days after such Acquisition;
(k) issuance by a newly-formed Restricted Subsidiary of its Capital Stock to any Group Member in connection with its formation;
(l) issuance by any Restricted Subsidiary of additional Capital Stock to any Group Member that already owns Capital Stock of such Restricted Subsidiary or to any other Group Member that is the Company or is a wholly owned Restricted Subsidiary, provided that if the Capital Stock of such Restricted Subsidiary is already owned directly by a Loan Party, then such Capital Stock shall be issued to such Loan Party;
(m) issuance by any non-wholly owned Restricted Subsidiary of additional Capital Stock to Persons that are not Group Members, if such issuance does not result in the dilution of the interests in the Capital Stock of such non-wholly owned Restricted Subsidiary held by the Group Members or, to the extent resulting in a dilution, is treated as a Disposition and is permitted under Section 7.5(n);
(n) Dispositions the Disposition during any fiscal year of non-core assets acquired in connection with the Company of other property having an Investment permitted under Section 7.7, including a Specified Transaction;aggregate fair market value not to exceed 5% of Consolidated Tangible Assets of the Company as of the end of the immediately preceding fiscal year; and
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary Disposition to any other Foreign an Unrestricted Subsidiary so long as at least 65% such Disposition is not of assets used in, and does not impair, the Capital Stock of such other Foreign Subsidiary (manufacturing or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition sales operations of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 2 contracts
Samples: Credit Agreement (First Solar, Inc.), Credit Agreement (First Solar, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or obsolete, surplus, uneconomical, worn out or damaged property or (ii) any in the ordinary course of business and Dispositions in the ordinary course of business of property that is or, in the reasonable business judgment of a Loan Party, no longer used or useful in the conduct of the business of the Borrower and the other Restricted Subsidiaries (including allowing any registrations or its Subsidiaries, in each case in the ordinary course patents or any applications for registration or patent applications of businessany immaterial Intellectual Property to lapse or go abandoned);
(b) the Disposition of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.68.03;
(d) the sale or issuance of any Subsidiary’s common Capital Stock of any Restricted Subsidiary of the Borrower to the Borrower or any other Restricted Subsidiary of the Borrower (provided that in the case of such issuance of common Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary; provided that any , Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of any Subsidiary Guarantorthe Borrower’s common Capital Stock shall only be to the Borrower or another Subsidiary GuarantorHoldings;
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness (including ordinary course non-royalty based licenses and perpetual licenses);
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the BorrowerDispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(h) licenses, sublicenses, space leases, leases or subleases with respect to any real or personal property or assets granted to third Persons in the Dispositions listed on Schedule 7.5(h)ordinary course of business; provided that either (i) the same do not in any material respect interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or materially detract from the use or value of the relative assets of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) such transaction is at arm’s length;
(i) Dispositions of properties subject to, between or among the Borrower and any Subsidiary Guarantors and Dispositions by Holdings and Intermediate Holdings to condemnation, eminent domain the Borrower or takingany Subsidiary Guarantor;
(j) leasesDispositions (x) between or among any Restricted Subsidiary that is not a Subsidiary Guarantor and any other Restricted Subsidiary or joint venture that is not a Subsidiary Guarantor, subleases(y) by a Restricted Subsidiary that is not a Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor, licenses or (z) by any Loan Party to a Restricted Subsidiary and/or joint venture that is not a Loan Party so long as, in the case of the foregoing clause (z), the fair market value of all Dispositions pursuant hereto, does not exceed $5,000,000 in the aggregate during the term of this Agreement and sublicenses no Event of real Default shall have occurred and be continuing or personal propertyotherwise result therefrom;
(k) the compromise, and Intellectual Property settlement or write‑off of accounts receivable or sale of accounts receivable for collection (i) in the ordinary course of business, and any intercompany licenses and sublicenses (ii) for purposes of Intellectual Property;
compromise in bankruptcy or in connection with disputed accounts or (kiii) dispositions or use of cash and Cash Equivalents acquired in the ordinary course of businessconnection with a Permitted Acquisition consistent with prudent business practice;
(l) the abandonmentDispositions constituting (i) Investments permitted under Section 8.06 (including Section 8.06(d)), termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and(ii) Restricted Payments permitted under Section 8.05 and (iii) Liens permitted under Section 8.02;
(m) dispositions(i) Dispositions resulting from any casualty or other insured damage to, discounts or forgiveness any taking under power of accounts receivable in connection with the collection eminent domain or compromise thereofby condemnation or similar proceeding of, any property or asset or (ii) a Disposition consisting of or subsequent to a total loss or constructive total loss of property;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transactionproperty to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(o) Dispositions by the Borrower or any of its Subsidiaries unwinding of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9Swap Agreement;
(p) Dispositions of minority interests in joint ventures; and[reserved];
(q) any Disposition Dispositions of any Foreign Subsidiary and any holding company formed Investments in connection with the Avis Europe Acquisition joint ventures to the Borrower extent required by, or any pursuant to, customary buy/sell arrangements between the applicable joint venture party as set forth in the joint venture arrangements or similar binding agreements among such joint venture party;
(r) Dispositions of its Subsidiaries. other property; provided that all Dispositions permitted under paragraphs (fA) no Event of Default shall have occurred and be continuing or would otherwise result therefrom, (g)(iB) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related DispositionsDispositions pursuant to this clause (r) that yields gross proceeds shall not constitute a Disposition of all or substantially all of the assets of Holdings and its Restricted Subsidiaries, (C) the Net Cash Proceeds of such Disposition shall be applied in accordance with Section 4.02(c), (D) with respect to any Loan Party single Disposition or a series of related Dispositions for an aggregate consideration in excess of $25,000,0003,750,000, for at least not less than 75% cash of the consideration (excluding, payable to the Borrower and its Restricted Subsidiaries in connection with such Disposition is in the case form of an Asset Sale (cash or series of related Asset Sales)Cash Equivalents; provided that, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisothis clause (D), the following shall be deemed to be cash considerationcash: (1x) Cash Equivalents, any liabilities that are not Indebtedness (2as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) the assumption of Indebtedness of the Borrower (or such Restricted Subsidiary, other than Disqualified Stock liabilities that are by their terms subordinated to the payment in cash of the Borrower) or any Subsidiary Obligations under the Loan Documents, that are assumed by the transferee with respect to the applicable Disposition and the release of for which Holdings, the Borrower and its the Restricted Subsidiaries from shall have been validly released by all liability with respect to payment of such Indebtednessapplicable creditors in writing, (3y) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any such Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days); provided, further, that if days following the Group Member’s action or event meets the criteria of more than one consummation of the types applicable Disposition; and (z) any Designated Non‑Cash Consideration in respect of Dispositions described such Disposition having an aggregate fair market value, taken together with the Designated Non‑Cash Consideration in respect of all other Dispositions, not in excess of $5,000,000 (with the clauses abovefair market value of each item of Designated Non‑Cash Consideration being measured as of the time received), (E) the consideration payable to the Borrower and its Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in its sole discretion may classify good faith) and (F) concurrently with the consummation of such Disposition, an Authorized Officer of the Borrower shall deliver to the Administrative Agent a certificate executed by such Authorized Officer certifying as to the accuracy of the foregoing conditions;
(s) any exchange of property of the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and reclassifyin compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such action property is useful to the business of the Borrower or event such Restricted Subsidiary, (b) the Borrower or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the Borrower in one good faith) and (c) such property will be received by the Borrower or more clauses such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged;
(t) [reserved];
(u) sales or Dispositions constituting Non-Core Asset Sales of assets acquired in connection with an Investment permitted hereunder (including any acquisition consummated prior to the Original Closing Date (or, with respect to the Second Acquired Business, prior to the Restatement Effective Date);
(v) as long as no Event of Default then exists or would immediately arise therefrom, Dispositions of non-core Real Property that is not currently used in part the operations of the business or the continued ownership of which the Borrower has determined in its good faith business judgment would not be commercially reasonable to retain (or Dispositions of any Person or Persons created to hold such Real Property or the Capital Stock in such Person or Persons), including leasing or subleasing transactions, Sale Leaseback Transactions, Synthetic Lease Obligation transactions and other similar transactions involving any such Real Property pursuant to leases on market terms;
(i) cancellations or Dispositions of any Indebtedness owed (i) to a Loan Party by another Loan Party, (ii) to any other Subsidiary and/or joint venture that is not a Loan Party by any other Restricted Subsidiary and/or joint venture that is not a Loan Party or (iii) to a Subsidiary that is not a Loan Party by a Loan Party; provided that after giving effect to such Disposition, such Indebtedness would otherwise be permitted under one Section 8.01 and (ii) so long as no Event of Default then exists, cancellations of Indebtedness owed to a Loan Party by another Loan Party or any other Restricted Subsidiary and/or joint venture that is not a Subsidiary;
(x) Disposition of property with respect to an insurance claim from damage to such clause property where the insurance company provides a Loan Party or its Restricted Subsidiary the value of such property (minus any deductibles and fees) in part under another cash or with replacement property in exchange for such clause).property;
(y) Dispositions of property no longer used or useful in the business of the Loan Parties (as determined in the good faith business judgment of such Loan Party) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds (to the extent needed to do so) of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(z) [reserved];
(aa) any grant of an option to purchase, lease or acquire property, so long as the Disposition resulting from the exercise of such option would otherwise be permitted hereunder;
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.), Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6(b)(ii)(A);
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, or (ii) in connection with any transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Group Member which acquires the property;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of real property;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Restricted Payments permitted by Section 7.6, Investments permitted by Section 7.8 and Liens permitted by Section 7.3; and
(m) Dispositions of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower;
(h) Group Members, provided that at the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries time of any Foreign Subsidiary such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans in accordance with Section 2.12(e). provided, however, that any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 (other than Dispositions (x) solely between Loan Parties, (y) Dispositions solely between Group Members that are not Loan Parties or (z) Dispositions between a Loan Party and a Group Member that is not a Loan Party in which the terms thereof in favor of a Loan Party are at least arm’s length terms) shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 2 contracts
Samples: Credit Agreement (Alkami Technology, Inc.), Credit Agreement (Alkami Technology, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries (including the abandonment or other Disposition of Intellectual Property that is, in the reasonable business judgment of the Borrower and its Subsidiaries, in each case in no longer material to the ordinary course conduct of businessthe business of the Loan Parties taken as a whole);
(b) the Disposition sale, transfer or lease of inventory any assets in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under 7.3 and Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.67.4;
(d) the sale sale, contribution or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with by the AESOP Financing Program or the Centre Point Financing Program, (ii) Borrower to any Securitization Entity Subsidiary and by any Subsidiary to the Borrower or (iii) in connection with the incurrence of any Securitization Indebtednessother Subsidiary on reasonable terms;
(f) Dispositions constituting the sale making or liquidating of the Budget Truck Division for fair market value as determined Investments permitted by the board of directors of the BorrowerSection 7.8;
(g) Dispositions constituting the making of a Restricted Payment permitted by Section 7.6;
(h) Dispositions in connection with Permitted Sale Leasebacks permitted by Section 7.10;
(i) Dispositions of assets to the extent that (i) such assets are exchanged for credit against the purchase price of similar replacement assets or (ii) the proceeds of such Dispositions are promptly applied to the purchase price of such replacement assets;
(j) Dispositions of accounts receivable in connection with the collection or compromise thereof;
(k) leases, subleases, licenses or sublicenses of property (including Intellectual Property) on customary terms in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries;
(l) Dispositions of cash and Cash Equivalents;
(m) Dispositions of assets subject to any casualty or condemnation proceeding (including in lieu thereof);
(n) the lapse or abandonment of any Intellectual Property in the ordinary course of business which in the reasonable good faith judgment of the Borrower is no longer used or useful in its business;
(o) Dispositions of leases, subleases, licenses or sublicenses for the use of property of the Borrower and its Subsidiaries, in each case in the ordinary course of business and that do not materially interfere with the business of the Borrower and its Subsidiaries;
(p) the unwinding of hedging obligations pursuant to their terms;
(q) the Disposition of other property having a fair market value not to exceed $1,000,000,000 7.5% of the total assets in the aggregate for any fiscal year of the Borrower;
, calculated on a Pro Forma Basis (h) the Dispositions listed on Schedule 7.5(hprior to giving effect to such Disposition);
(ir) Dispositions any swap of properties subject to condemnation, eminent domain assets in exchange for other assets or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property services in the ordinary course of business, and any intercompany licenses and sublicenses business that are of Intellectual Property;
(k) dispositions comparable or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination greater value or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged usefulness to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the Borrower;
(s) Dispositions or leases of equipment related to information technology infrastructure located within the Borrower’s or a Subsidiary’s shared service centers or office locations, including assets related to electrical, fire protection, security, communications, servers, storage, backup and recovery functions, software applications and software licenses owned by the Borrower or a Subsidiary;
(t) Dispositions of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a binding commitment entered into at a time when no Default exists), no Event of Default shall exist or would result from all liability such Disposition and (ii) with respect to payment any Disposition pursuant to this clause (t) for a purchase price in excess of $37,500,000, (A) the total consideration paid in connection with any such Disposition shall be in an amount not less than the fair market value of the property disposed of, and (B) any Loan Party shall receive not less than 75% of such Indebtednessconsideration in the form of cash or Cash Equivalents (free and clear of all Liens at the time received (after giving effect to any repayment of Indebtedness when received) other than Liens permitted by Section 7.3); provided, however that for the purposes of this clause (B), (31) Indebtedness any liabilities (as reflected in the most recent balance sheet of any Subsidiary the Borrower provided hereunder or in the footnote thereto of the Borrower or such other Loan Party), that is no longer a Subsidiary as a result of such Disposition, are assumed by the transferee with respect to the extent that applicable Disposition (without further recourse to the Borrower and each or such other Subsidiary are released Loan Party), (2) any securities received by such Loan Party from any Guarantee Obligations or any other obligations to provide credit support a transferee in respect of such Indebtedness Disposition that are converted by such Loan Party into cash within 180 days following closing of the applicable Disposition, and (43) securities any Designated Non-Cash Consideration received by the Borrower or any Subsidiary from other Loan Party in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (3) that is at that time outstanding, not in excess of 2.50% of the transferee consolidated total assets of the Borrower and its Subsidiaries at the time of receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) shall be deemed to be cash; and
(u) Dispositions of assets acquired as part of the Transactions that are converted determined by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)good faith to be non-core assets.
Appears in 2 contracts
Samples: Credit Agreement (Gartner Inc), 364 Day Bridge Credit Agreement (Gartner Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or obsolete, worn out or surplus property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.67.4;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value Fair Market Value not to exceed (i) $1,000,000,000 10,000,000 in the aggregate for any fiscal year of the Borrower, plus (ii) the amount, if any, which is equal to (x) $10,000,000 less (y) the aggregate Fair Market Value of all property Disposed of pursuant to this Section 7.5(e) in the immediately preceding fiscal year of the Borrower only;
(f) Dispositions permitted by Sections 7.6 and 7.10;
(g) Dispositions of Cash Equivalents;
(h) the Dispositions listed on Schedule 7.5(h);made pursuant to an Investment permitted under Section 7.7; and
(i) Dispositions of properties subject to condemnation, eminent domain or takingassets between the Borrower and any Subsidiary Guarantor;
(j) leases, subleases, licenses and sublicenses Dispositions of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual PropertyScreenvision Units;
(k) dispositions Dispositions of Investments in joint ventures to the extent required by, or use of cash and Cash Equivalents made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in the ordinary course of businessjoint venture arrangements;
(l) Dispositions of a theater acquired after the abandonmentdate of this Agreement (whether through merger, termination consolidation, asset purchase or other disposition otherwise) in one or a series of Intellectual Property or leasehold properties related transactions; provided that the conditions set forth in clause (xvi) of the ordinary course definition of business“Asset Sales” herein are satisfied; and
(m) dispositionsany Disposition that, discounts or forgiveness at the time made, is permitted to be made under Sections 4.10 and 5.01 of accounts receivable in connection with the collection or compromise thereof;
Senior Secured Notes Indenture; provided that Dispositions under this Section 7.5(i) are not permitted to be made on any date (nafter giving effect to all transactions on such date) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of has incurred or assumed Indebtedness that exceeds the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions maximum amount permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)General Debt Basket.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, or issue or sell any shares of such Subsidiary’s its Capital Stock to any Person, except:
(ai) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(bii) the Disposition sale of inventory in the ordinary course of business; the Disposition of cash and Cash Equivalents for fair value; the license of intellectual property in the ordinary course of business; and leases and subleases with respect to excess capacity and not materially interfering with the ordinary conduct of business;
(ciii) Dispositions permitted by clause (i) of Section 7.4(b5.02(c)(ii), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(div) the sale or issuance of the Borrower's common stock or preferred stock to any Person, provided that the Net Cash Proceeds from such sale or issuance shall be applied to the prepayment of the Advances to the extent required by Section 2.05(b), provided further that if such preferred stock constitutes Cash Pay Preferred Stock, it is issued in compliance with Section 5.02(a);
(v) the sale or issuance of any Subsidiary’s 's Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(gvi) any Asset Exchange by the Borrower and its Subsidiaries, provided that (A) on the date of such Asset Exchange, no Default shall have occurred and be continuing or would result therefrom, (B) the assets received in connection with such Asset Exchange shall be received by a Subsidiary of the Borrower or, in the case of any Capital Stock so received, by the Borrower and (C) in the event that any cash consideration is paid or received by the Borrower or any of its Subsidiaries in connection with such Asset Exchange, then (x) the payment of any such cash is permitted by Section 5.02(f) or Section 5.02(g)(vii), as applicable and in accordance with GAAP, and (y) the Disposition related to the receipt of any such cash is permitted by Section 5.02(d)(viii); TWT Bridge Credit Agreement 59 63
(vii) the Disposition of any Investments made pursuant to Section 5.02(g)(vi), provided that the Net Cash Proceeds of such Disposition shall be applied to the prepayment of the Advances to the extent required by Section 2.05(b);
(viii) the Disposition for fair market value of other property having a fair market value not to exceed $1,000,000,000 25,000,000 in the aggregate for any fiscal year of the Borrower;
(h) , provided that the Dispositions listed on Schedule 7.5(hNet Cash Proceeds of such Disposition shall be applied to the prepayment of the Advances to the extent required by Section 2.05(b);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(mix) dispositionsthe Disposition for fair market value of Acquired Assets having a fair market value not to exceed $200,000,000, discounts provided that the Net Cash Proceeds of such Disposition are received on or forgiveness of accounts receivable in connection with prior to the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% second anniversary of the Capital Stock Effective Date, and provided further that the Net Cash Proceeds of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged Disposition shall be applied to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes prepayment of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, Advances to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received required by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.05(b).
Appears in 1 contract
Disposition of Property. Dispose of any of its propertyProperty (including, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, or issue or sell any shares of such Subsidiary’s Capital Stock of Borrower or any Subsidiary (including pursuant to any merger, consolidation, restructuring, recapitalization, reorganization or amalgamation) to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory (including Hydrocarbons sold as produced) which is sold in the ordinary course of businessbusiness on ordinary trade terms; provided that no contract for the sale of Hydrocarbons shall obligate Borrower or any of its Subsidiaries to deliver Hydrocarbons at a future date without receiving full payment therefor within 60 days after delivery for oil and 90 days after delivery for gas;
(c) Dispositions permitted by clause (i) of Section 7.4(b)claims against customers, Investments permitted under Section 7.7 (working interest owners, other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6industry 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 sale beneficial interest of, or issuance of any Subsidiary’s Capital Stock to the Borrower interests owned by, royalty, overriding royalty or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantorworking interest owners;
(e) Dispositions abandonment of any Related Eligible Assets (i) Properties not capable of producing Hydrocarbons in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence paying quantities after expiration of any Securitization Indebtednesstheir primary terms;
(f) any Casualty Recovery Event; provided the sale of proceeds thereof are applied to prepay the Budget Truck Division for fair market value as determined Loans to the extent required by the board of directors of the BorrowerSection 2.7;
(g) Dispositions of Hydrocarbon Interests in any 12-month period not to exceed, in the aggregate, 2% of the Discounted PV as set forth for in the Reserve Report most recently delivered pursuant to Section 5.2; provided (i) such Dispositions are for Fair Market Value and at least 75% of the consideration received in such Disposition is cash and (ii) the proceeds thereof are applied to prepay the Loans if and to the extent required by Section 2.7, and the balance of the proceeds are deposited in the Control Account; provided further that this Section 6.5(g) shall not apply in respect of Dispositions of Specified Assets, except that Dispositions of the Specified Assets identified on Schedule 1.1(c) as “Sxxxx Land Preferential Right Properties” shall be considered but only for purposes of calculating the 2% limitation herein;
(h) the Disposition of other property assets not otherwise addressed herein having a fair market value not to exceed $1,000,000,000 500,000 in the aggregate for any fiscal year of Borrower; provided, the Borrower;
(h) proceeds thereof are applied to prepay the Dispositions listed on Schedule 7.5(h)Loans to the extent required by Section 2.7;
(i) Dispositions Permitted Asset Swaps in any 12-month period not to exceed, in the aggregate, 2% of properties subject Discounted PV as set forth in the Reserve Report most recently delivered pursuant to condemnation, eminent domain or takingSection 5.2;
(j) leasesthe Disposition of Specified Assets to DGOC or its designee; provided, subleasesthat, licenses if the particular Specified Assets to be Disposed of are Specified Assets other than those described in clauses (iii) and sublicenses (iv) of real the definition thereof, then, at least thirty (30) days prior to the proposed Disposition, Lender shall have received a certificate signed by an executive officer of DGOC stating that (x) DGOC has the present intention to lease, sublease, farm out, joint venture, drill or personal propertyotherwise develop, or participate in any such activity related to, such Specified Assets to be Disposed of and Intellectual Property (y) DGOC will undertake to cause the return of such Specified Assets so Disposed of to Borrower if within ninety (90) days from the Disposition none of the activities so described in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;certificate have been commenced in good faith; and
(k) dispositions Dispositions of Hedging Agreements, in part or use of cash and Cash Equivalents in whole, in order to maintain compliance with Section 6.16, or in the ordinary course of business;
(l) the abandonmentcourse, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositionsprovided, discounts or forgiveness of accounts receivable however, any proceeds received by Borrower in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 Qualified Hedging Agreement shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds subject to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.7(c).
Appears in 1 contract
Disposition of Property. Dispose of any of its propertyowned Property (including, without limitation, receivables) or its leased real property located in San Antonio, Texas, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(bi) the Disposition sale of inventory in the ordinary course of business, (ii) the cross-licensing or non-exclusive licensing of Intellectual Property, in the ordinary course of business and (iii) the contemporaneous exchange, in the ordinary course of business, of Property for Property of a like kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value equivalent to the value of the Property exchanged (provided, that after giving effect to such exchange, the value of the Property of the Loan Parties subject to perfected first priority Liens in favor of the Administrative Agent under the Security Documents is not materially reduced);
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.67.4;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property assets having a fair market value not to exceed $1,000,000,000 5% of consolidated total assets of the Borrower in the aggregate for any fiscal year of the Borrower;
(f) any Recovery Event, provided, that the requirements of Section 2.12(b) are complied with in connection therewith;
(g) the leasing, occupancy agreements or sub-leasing of Property that would not materially interfere with the required use of such Property by the Borrower or its Subsidiaries;
(h) the Dispositions listed on Schedule 7.5(htransfer for fair value of Property (including Capital Stock of Subsidiaries) to another Person in connection with a joint venture arrangement with respect to the transferred Property; provided, that the aggregate book value of all Property so transferred, plus, without duplication, the aggregate amount of Investments made pursuant to Section 7.8(h), shall not exceed 5% of consolidated total assets of the Borrower while this Agreement is in effect;
(i) Dispositions of properties subject to condemnationthe sale or discount, eminent domain or taking;
(j) leases, subleases, licenses in each case without recourse and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables);
(lj) the abandonment, termination Disposition of Engine Pool Assets;
(k) transfers of condemned property as a result of the exercise of “eminent domain” or other disposition similar policies to the respective Governmental Authority or agency that has condemned same (whether by deed in lieu of Intellectual Property condemnation or leasehold otherwise), and transfers of properties in that have been subject to a casualty to the ordinary course respective insurer of businesssuch property as part of an insurance settlement; and
(m1) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Immaterial Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Foreign Subsidiary.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, or issue or sell any shares of such Subsidiary’s its Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business; the Disposition of cash and Cash Equivalents for fair value; the license of intellectual property in the ordinary course of business; and leases and subleases with respect to excess capacity and not materially interfering with the ordinary conduct of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of TWTC's common stock or preferred stock to any Person, provided that (i) to the extent the Net Cash Proceeds thereof are not (a) required to be applied towards the repayment of any bridge financing described in the definition of Additional Financing pursuant to the terms of such bridge financing, (b) being used to 71 66 replace or refinance any Rollover Notes or (c) being used for any purpose permitted under Section 7.9, the Net Cash Proceeds thereof shall be contributed to the Borrower as either equity or debt to the extent TWTC has cash and Cash Equivalents in excess of $25,000,000 in the aggregate (provided that to the extent contributed as debt, such debt shall be evidenced by an Intercompany Subordinated Note) and (ii) if such preferred stock constitutes Cash Pay Preferred Stock, it is issued in compliance with Section 7.2;
(e) the sale or issuance of any Subsidiary’s 's Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(ef) Dispositions of any Related Eligible Assets Exchange by TWTC and its Subsidiaries, provided that (i) in connection with on the AESOP Financing Program date of such Exchange, no Default or the Centre Point Financing ProgramEvent of Default shall have occurred and be continuing or would result therefrom, (ii) to the assets received in connection with such Exchange shall be received by a Wholly Owned Subsidiary of TWTC or, in the case of any Securitization Entity or Capital Stock so received, by the Borrower and (iii) in the event that any cash consideration is paid or received by TWTC or any of its Subsidiaries in connection with such Exchange, then (a) the incurrence payment of any Securitization Indebtedness;
such cash is permitted by Section 7.7 or Section 7.8(i), as applicable and in accordance with GAAP, and (fb) the sale Disposition related to the receipt of the Budget Truck Division for fair market value as determined any such cash is permitted by the board of directors of the BorrowerSection 7.5(h);
(g) the Disposition of any Investments made pursuant to Section 7.8(g), provided that the Net Cash Proceeds of such Disposition shall be applied to the prepayment of the Term Loans and the permanent reduction of the Revolving Commitments and the Delayed-Draw Term Commitments to the extent required by Section 2.9(b);
(h) the Disposition of other property having a fair market value not to exceed $1,000,000,000 50,000,000 in the aggregate for any fiscal year of TWTC, provided that the Borrower;
(h) Net Cash Proceeds of such Disposition shall be applied to the Dispositions listed on Schedule 7.5(hprepayment of the Term Loans and the permanent reduction of the Revolving Commitments and the Delayed-Draw Term Commitments to the extent required by Section 2.9(b);; and
(i) Dispositions the Disposition of properties subject Assets having a fair market value not to condemnationexceed $200,000,000 in the aggregate, eminent domain provided that the Net Cash Proceeds of such Disposition are received on or taking;
(j) leases, subleases, licenses and sublicenses prior to the second anniversary of real or personal propertythe Restatement Effective Date, and Intellectual Property in provided further that the ordinary course Net Cash Proceeds of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in such Disposition shall be applied to the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% prepayment of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to Term Loans and the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes permanent reduction of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary Revolving Commitments and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, Delayed-Draw Term Commitments to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received required by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseSection 2.9(b).
Appears in 1 contract
Disposition of Property. Dispose of Make any of its propertyAsset Sale, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:other than
(a) Asset Sales that meet all of the following requirements:
(i) at the time of such Asset Sale, no Default or Event of Default shall exist or would result from such Asset Sale;
(ii) the purchase price for such Asset Sale shall be at fair market value (as reasonably determined by the board of directors of Cadiz and, if requested by the Agent, the Borrowers shall deliver a certificate of a Responsible Officer of the Borrowers certifying to that effect);
(iii) not less than 75% of the purchase price for such Asset Sale shall be paid to the Borrowers in the form of cash or Cash Equivalents by the transferee of any such assets or its Affiliates; and
(iv) such Asset Sale is not a Disposition of Capital Stock in a Borrower;
(b) dispositions of (i) obsolete inventory in the ordinary course of business (including, without limitation, the sale of water or worn out property water storage rights ) or (ii) any property equipment that is damaged, obsolete, worn out, replaced, is no longer used or useful in the conduct of the business of the Borrower useful, unmerchantable, or its Subsidiariesunsaleable, in each case in the ordinary course of business;
(b) the Disposition of inventory case, in the ordinary course of business;
(c) Dispositions permitted by clause (i) dispositions of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6cash or Cash Equivalents;
(d) the sale any disposition or issuance transfer of property or assets by (i) a Loan Party to any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of other Loan Party and (ii) any Subsidiary Guarantor’s Capital Stock shall only be that is not a Loan Party to the Borrower any Loan Party or another to any other wholly-owned Subsidiary Guarantorthat is not a Loan Party;
(e) Dispositions the sale, transfer or other disposition of any Related Eligible Assets (i) assets in connection with the AESOP Financing Program exchange for or acquisition of assets or rights used or useful in the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) business of the Loan Parties aggregating for such Loan Party and its Subsidiaries not more than $2,000,000 in connection with the incurrence aggregate during the term of any Securitization Indebtednessthis Agreement;
(f) the sale any involuntary loss, damage or destruction of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerproperty;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year involuntary condemnation, seizure or taking, by exercise of the Borrowerpower of eminent domain or otherwise, or confiscation or requisition of use of property;
(h) the Dispositions listed on Schedule 7.5(h)a Restricted Payment that does not violate Section 6.5 hereof or an Investment that does not violate Section 6.6 hereof;
(i) Dispositions the granting of properties subject to condemnation, eminent domain or takingLiens not prohibited by Section 6.2 hereof;
(j) leasesthe sale, subleasestransfer, licenses lease or other disposition of property of a Loan Party or any Subsidiary (including any disposition of property as part of a sale and sublicenses of real or personal propertyleaseback transaction) aggregating for such Loan Party and its Subsidiaries not more than $1,000,000 individually, and Intellectual Property $2,500,000 in the ordinary course aggregate during any fiscal year of business, and any intercompany licenses and sublicenses of Intellectual Property;Cadiz; and
(k) dispositions disposition or use transfer of cash and Cash Equivalents property or assets related to the Project to a Person whereby (i) such Person is receiving an equity interest in the ordinary course Project in exchange for such Loan Party’s or Subsidiary’s receipt of business;
contractual rights to revenue generated by such property or assets, (lii) such transfer is otherwise required under the abandonmentProject Documents, termination and (iii) such purchaser, assignee or other transferee (w) becomes, at the time of such disposition of Intellectual Property or leasehold properties transfer, a guarantor hereunder pursuant to a guaranty in form and substance reasonably satisfactory to Agent (each, a “Project Guaranty”), (x) provides such agreements, documents and instruments as Agent may reasonably request to grant Agent a first priority Lien (subject to the ordinary course of business; and
(mLiens permitted by Section 6.2) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core on such transferred assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower purchaser, assignee or any of its Subsidiaries of any Foreign Subsidiary transferee, (y) provides, or cause the applicable Loan Party to any other Foreign Subsidiary so long provide, to Agent such agreements, documents and instruments as at least 65% of the Capital Stock Agent may reasonably request to pledge all of such other Foreign Subsidiary (Loan Party’s direct or any parent company of beneficial ownership interest in such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower purchaser, assignee or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) transferee, and (g)(iz) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds provide to any Loan Party in excess of $25,000,000Agent all other documentation, for at least 75% cash consideration (excludingwhich, in the case of an Asset Sale (or series of related Asset Sales)Agent’s commercially reasonable opinion, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability is appropriate with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower execution and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one delivery of the types of Dispositions described in the clauses applicable documentation referred to above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Samples: Credit Agreement (Cadiz Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of the Borrower, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock (other than Disqualified Stock) of (i) the Borrower in connection with any transaction that does not result in a Change of Control or (ii) any Restricted Subsidiary of the Borrower (A) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, (B) any Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party or (C) in connection with any sale or issuance transaction that does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money, cash or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(lg) the abandonmentDisposition of property (i) by any Loan Party to any other Loan Party, termination (ii) by any Restricted Group Member (which is not a Loan Party) to any other Restricted Group Member, and (iii) by any Loan Party to any Restricted Subsidiary (which is not a Loan Party), in the aggregate not to exceed $250,000 in any fiscal year (measured at the time of any such Disposition);
(h) Dispositions of property subject to a Casualty Event;
(i) leases or other disposition subleases of Intellectual Property real property;
(j) the sale or leasehold properties discount without recourse of accounts receivable arising in the ordinary course of businessbusiness in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with Section 6.3(b);
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Restricted Group Member that the Borrower determines in good faith is not materially disadvantageous to the interests of the Lenders;
(l) payments permitted under Section 7.6, Investments permitted under Section 7.7, and Liens permitted under Section 7.3; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as Disposition of assets (including Equity Interests); provided that (i) at least 6575% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made total consideration for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration 10,000,000 received by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Restricted Subsidiaries from all liability with respect to payment is in the form of such Indebtednesscash, (3ii) Indebtedness the Borrower shall be in compliance with Section 7.1 on a Pro Forma Basis after giving effect to such Disposition and (iii) no Default or Event of any Subsidiary that is no longer a Subsidiary as a Default then exists or would result of from such Disposition; provided, to the extent however, that the Borrower and each other Subsidiary are released from for purposes of clause (i) above, any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities Designated Non-Cash Consideration received by the Borrower or any Subsidiary from of its Restricted Subsidiaries in such Disposition having an aggregate fair market value (with the transferee fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (m) shall be deemed cash; provided that are converted by the Borrower or such Subsidiary into cash within 180 days)fair market value of all consideration designated as Designated Non-Cash Consideration during the term of this Agreement shall not exceed $35,000,000; provided, furtherhowever, that if the Group Memberany Disposition made pursuant to this Section 7.5 shall be made in good faith on an arm’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)length basis for fair value.
Appears in 1 contract
Samples: Credit Agreement (Carbonite Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any PersonPerson (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”), except:
(a) the Disposition of (i) obsolete or obsolete, surplus, uneconomical, worn out or damaged property or (ii) any in the ordinary course of business and Dispositions in the ordinary course of business of property that is or, in the reasonable business judgment of a Loan Party, no longer used or useful in the conduct of the business of the Borrower and the other Restricted Subsidiaries (including allowing any registrations or its Subsidiaries, in each case in the ordinary course any applications for registration of businessany immaterial Intellectual Property to lapse or go abandoned);
(b) the Disposition of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.68.03;
(d) the sale or issuance of any Subsidiary’s common Capital Stock of any Restricted Subsidiary of the Borrower to the Borrower or any other Restricted Subsidiary of the Borrower (provided that in the case of such issuance of common Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary; provided that any , Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of any Subsidiary Guarantorthe Borrower’s common Capital Stock shall only be to the Borrower or another Subsidiary GuarantorHoldings;
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale exclusive or non exclusive licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness (including non-royalty based licenses and perpetual licenses);
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the BorrowerDispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationlicenses, eminent domain or taking;
(j) sublicenses, space leases, subleases, licenses and sublicenses of leases or subleases with respect to any real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions property or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties assets granted to third Persons in the ordinary course of business; provided that either (i) the same do not in any material respect interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or materially detract from the use or value of the relative assets of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) such transaction is at arm’s length;
(i) Dispositions to, between or among the Borrower and any Subsidiary Guarantors and Dispositions by Holdings to the Borrower or any Subsidiary Guarantor;
(j) Dispositions (x) between or among any Restricted Subsidiary that is not a Subsidiary Guarantor or Borrower and any other Restricted Subsidiary or joint venture that is not a Subsidiary Guarantor or Borrower, (y) by a Restricted Subsidiary that is not a Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or Borrower, or (z) by any Loan Party to a Subsidiary and/or joint venture that is not a Loan Party so long as, in the case of the foregoing clause (z), no Event of Default shall have occurred and be continuing or otherwise result therefrom and, to the extent that the proceeds of such Disposition or series of related Dispositions exceeds 10% of the Borrowing Base in effect at such time, Borrower shall deliver to Administrative Agent an updated Borrowing Base Certificate after giving effect to such Disposition or series of related Dispositions, substantially concurrently with such Disposition or series of related Dispositions;
(k) the compromise, settlement or write off of accounts receivable or sale of overdue accounts receivable for collection (i) in the ordinary course of business or (ii) acquired in connection with a Permitted Acquisition consistent with prudent business practice;
(l) Dispositions constituting (i) Investments permitted under Section 8.06 (including Section 8.06(d)), (ii) Restricted Payments permitted under Section 8.05, and (iii) Liens permitted under Section 8.02;
(m) dispositions(i) Dispositions resulting from any casualty or other insured damage to, discounts or forgiveness any taking under power of accounts receivable in connection with the collection eminent domain or compromise thereofby condemnation or similar proceeding of, any property or asset or (ii) a Disposition consisting of or subsequent to a total loss or constructive total loss of property;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transactionproperty to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(o) Dispositions by the Borrower or any of its Subsidiaries unwinding of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9Swap Agreement;
(p) Dispositions of minority interests Investments in joint ventures; andventures to the extent required by, or pursuant to, customary buy/sell arrangements between the applicable joint venture party as set forth in the joint venture arrangements or similar binding agreements among such joint venture party;
(q) any Disposition Dispositions of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. other property; provided that all Dispositions permitted under paragraphs (fA) no Event of Default shall have occurred and be continuing or would otherwise result therefrom, (g)(iB) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related DispositionsDispositions pursuant to this clause (q) that yields gross proceeds shall not constitute a Disposition of (i) all or substantially all of the assets of Holdings and its Restricted Subsidiaries or (ii) any portion of the ABL Priority Collateral, (C) the Net Cash Proceeds of such Disposition shall be applied in accordance with the terms of the First Lien Credit Agreement and the ABL/Term Loan Intercreditor Agreement, (D) with respect to any Loan Party single Disposition or a series of related Dispositions for an aggregate consideration in excess of the greater of $25,000,00015,000,000 and 10% of Consolidated EBITDA on a Pro Forma Basis for the most recently completed Measurement Period, for at least not less than 75% cash of the consideration (excluding, payable to the Borrower and its Restricted Subsidiaries in connection with such Disposition is in the case form of an Asset Sale (cash or series of related Asset Sales)Cash Equivalents; provided that, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisothis subclause (D), the following shall be deemed to be cash considerationcash: (1x) Cash Equivalents, any liabilities that are not Indebtedness (2as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) the assumption of Indebtedness of the Borrower (or such Restricted Subsidiary, other than Disqualified Stock liabilities that are by their terms subordinated to the payment in cash of the Borrower) or any Subsidiary Obligations under the Loan Documents, that are assumed by the transferee with respect to the applicable Disposition and the release of for which Holdings, the Borrower and its the Restricted Subsidiaries from shall have been validly released by all liability with respect to payment of such Indebtednessapplicable creditors in writing, (3y) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any such Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 daysdays following the consummation of the applicable Disposition; and (z) any Designated Non Cash Consideration in respect of such Disposition having an aggregate fair market value, taken together with the Designated Non Cash Consideration in respect of all other Dispositions, not in excess of $50,000,000 (with the fair market value of each item of Designated Non Cash Consideration being measured as of the time received), (E) the consideration payable to the Borrower and its Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in good faith) and (F) concurrently with the consummation of such Disposition, an Authorized Officer of the Borrower shall deliver to the Administrative Agent a certificate executed by such Authorized Officer certifying as to the accuracy of the foregoing conditions;
(r) any exchange of property of the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the Borrower or such Restricted Subsidiary, (b) the Borrower or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the Borrower in good faith) and (c) such property will be received by the Borrower or such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged;
(s) the Disposition of the assets or Capital Stock of any Unrestricted Subsidiary;
(t) sales or dispositions constituting Non-Core Asset Sales of assets acquired in connection with an Investment permitted hereunder (including any acquisition consummated prior to the Closing Date);
(u) as long as no Event of Default under Section 10.01(a) or (f) then exists or would immediately arise therefrom, (i) Dispositions of non-core Real Property that is (A) with respect to Real Property owned as of the Closing Date, not currently used in the operations of the business or (B) with respect to Real Property acquired in connection with a Permitted Acquisition, the continued ownership of which the Borrower has determined in its good faith business judgment would not be commercially reasonable to retain, including leasing or subleasing transactions, Sale Leaseback Transactions, Synthetic Lease Obligation transactions and other similar transactions involving any such Real Property pursuant to leases on market terms, and, (ii) in any event, Dispositions constituting Sale Leaseback Transactions not otherwise prohibited hereunder;
(v) cancellations or Dispositions of any Indebtedness owed (i) to a Loan Party by another Loan Party, (ii) to any other Subsidiary and/or joint venture that is not a Loan Party by any other Restricted Subsidiary and/or joint venture that is not a Loan Party or (iii) to a Subsidiary that is not a Loan Party by a Loan Party; provided that after giving effect to such Disposition, such Indebtedness would otherwise be permitted under Section 8.01;
(w) Disposition of property with respect to an insurance claim from damage to such property where the insurance company provides a Loan Party or its Restricted Subsidiary the value of such property (minus any deductibles and fees) in cash or with replacement property in exchange for such property;
(x) Dispositions of property no longer used in the business of the Loan Parties (as determined in the good faith business judgment of such Loan Party) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds (to the extent needed to do so) of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(y) any grant of an option to purchase, lease or acquire property, so long as the Disposition resulting from the exercise of such option would otherwise be permitted hereunder;
(z) Dispositions of Intellectual Property that is not required to be preserved or renewed pursuant to Section 7.05(a)(ii);
(aa) Dispositions in connection with the settlement of claims or disputes and the settlement, release or surrender of tort or other litigation claims; and
(bb) other Dispositions in an amount not to exceed the greater of $37,500,000 and 25% of Consolidated EBITDA on a Pro Form Basis for the most recently completed Measurement Period; provided, further, that if the Group Member’s action or event meets the criteria such Disposition includes ABL Priority Collateral with a fair market value in excess of more than one of the types of Dispositions described in the clauses above$12,500,000, the Borrower in its sole discretion may classify (and reclassify) shall deliver to Administrative Agent an updated Borrowing Base Certificate after giving effect to such action or event in one or more clauses (including in part under one Disposition, substantially concurrently with such clause and in part under another such clause)Disposition.
Appears in 1 contract
Samples: Abl Credit and Guarantee Agreement (Janus International Group, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's Capital Stock to any Person, except:
(a) the Disposition in the ordinary course of (i) obsolete or business of obsolete, worn out property or (ii) any property permanently retired equipment or facilities that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) the Disposition of Section 7.4(b), Permitted Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6in the ordinary course of business;
(d) Dispositions permitted by Section 8.4(a), (b) or (e);
(e) the sale or issuance of any Subsidiary’s 's Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors Disposition of the Borrower's facility at 0000 Xxxxx Xxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxx;
(g) the licensing or sublicensing of Intellectual Property in the ordinary course of business in a manner that does not materially interfere with the business of the Borrower and its Subsidiaries;
(h) Dispositions of property by a Foreign Subsidiary to another Foreign Subsidiary;
(i) Restricted Payments permitted by Section 8.6;
(j) the Disposition of other property (other than Dispositions of less than all of the Capital Stock of any Subsidiary owned by the Group Members) having a fair market value not to exceed $1,000,000,000 25,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of by this Section 7.5 8.5(j) shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, consideration therefor shall consist of cash or Permitted Investments;
(k) Permitted Asset Swaps;
(l) sales of Securitization Assets to one or more Securitization Vehicles in Securitizations; provided that (i) each such Securitization is effected on market terms as reasonably determined by the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock management of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3ii) Indebtedness the aggregate amount of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support Third Party Interests in respect of all such Indebtedness and Securitizations does not exceed $260,000,000 at any time outstanding, (4iii) securities received by the proceeds to each such Securitization Vehicle from the issuance of Third Party Interests are applied substantially simultaneously with receipt thereof to the purchase from the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one Subsidiaries Securitization Assets and an amount equal to 100% of the types Net Cash Proceeds from each such Securitization is applied to the mandatory repayment of Term Loans in accordance with Section 4.2(c) and (iv) the Capital Stock and Sellers' Retained Interests in respect of each such Securitization Vehicle shall be pledged to the Administrative Agent under the Guarantee and Collateral Agreement; and
(m) Dispositions described in to Holdings (or a Subsidiary thereof) of assets used or to be used for the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)provision of Shared Services.
Appears in 1 contract
Samples: Credit Agreement (Donnelley R H Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory and related orbital slots in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale Disposition or issuance of any Subsidiary’s Capital Stock or other assets to the Borrower or any Wholly Owned Subsidiary; provided that Guarantor or in accordance with any sale shareholders’ or issuance of like agreement in existence on the date hereof or entered into by any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorGroup Member in connection with any investment otherwise permitted hereby;
(e) Dispositions the sale, transfer or other disposition of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednesscash and Cash Equivalents;
(f) the sale license of Intellectual Property in the ordinary course of business or the lease of satellite transponder capacity pursuant to the Apstar Transponder Lease, in each case which does not materially interfere with the business of the Budget Truck Division for fair market value Borrower and its Subsidiaries, taken as determined by the board of directors of the Borrowera whole;
(g) Dispositions of Orbital Receivables (including in transactions giving rise to Indebtedness permitted by Section 7.2(g)) for aggregate proceeds not to exceed the amount set forth in the Special Transactions Limit, provided that (x) any such Disposition is on arm’s length terms and (y) at the time of such Disposition and after giving effect thereto on a pro forma basis no Event of Default has occurred and is continuing;
(h) Dispositions of Vendor Financing Receivables (including in transactions giving rise to Indebtedness permitted by Section 7.2(h)) for aggregate proceeds not to exceed $50,000,000, provided that (x) any such Disposition is on arm’s length terms and (y) at the time of such Disposition and after giving effect thereto on a pro forma basis no Event of Default has occurred and is continuing;
(i) the Disposition of other property having a fair market value not to exceed $1,000,000,000 10,000,000 in the aggregate for any fiscal year of the Borrower;
(h) Borrower and $25,000,000 in the Dispositions listed on Schedule 7.5(h);
(i) Dispositions aggregate during the term of properties subject to condemnation, eminent domain or taking;the Revolving Facility; and
(j) leases, subleases, licenses and sublicenses Dispositions of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable property in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary Permitted Sale and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses Leaseback Transactions (including in part under one such clause and in part under another such clausetransactions giving rise to Indebtedness permitted by Section 7.2(k)) for aggregate proceeds not to exceed the Special Transactions Limit.
Appears in 1 contract
Samples: Credit Agreement (Loral Space & Communications Inc.)
Disposition of Property. Dispose Consummate an Asset Sale unless:
(1) the Borrower or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Borrower’s Board of Directors);
(2) at least 75% of the consideration received by the Borrower or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash, Cash Equivalents and/or Replacement Assets (as defined below) and is received at the time of such disposition; provided that (a) the amount of any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or the notes thereto) of its propertythe Borrower or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets, whether now owned (b) any securities, notes or hereafter acquiredother obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are, orwithin 180 days after the date of the Asset Sale, converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash of Cash Equivalents received in that conversion and (c) Designated Non-cash Consideration received by the Borrower or any Restricted Subsidiary in connection with a joint venture with a Strategic Investor, provided that the aggregate amount of Designated Non-cash Consideration issued pursuant to this clause 2(c) since the Closing Date shall not exceed the greater of $25,000,000 and 2.0% of the Total Assets of the Borrower at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, each shall be deemed to be cash for the purposes of this provision;
(3) upon the consummation of an Asset Sale, the Borrower shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either:
(a) to (i) permanently reduce Commitments pursuant to Section 2.6 or (ii) prepay, acquire or otherwise retire any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any Subsidiarysuch Indebtedness under any revolving credit facility, issue or sell effect a permanent reduction in the availability under such revolving credit facility; provided that if the Borrower prepays any shares Indebtedness of such Subsidiary’s Capital Stock a Restricted Subsidiary that is not a Guarantor pursuant to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or clause (ii) of this clause (a), the Borrower shall equally and ratably reduce the Commitments by making an offer to all Lenders to reduce their Commitments pursuant to procedures reasonably satisfactory to the Administrative Agent (and upon any property reduction of Commitments contemplated hereby, comply with Section 2.8);
(b) to make an investment or capital expenditure in properties and assets that is no longer replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock) that will be used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries as existing on the Closing Date or its Subsidiaries, in each case in the ordinary course of business;
businesses reasonably related thereto (b) the Disposition of inventory in the ordinary course of business;“Replacement Assets”); and/or
(c) Dispositions a combination of prepayment and investment permitted by clause the foregoing clauses (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)3)(a) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h3)(b);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m4) dispositionsif such Asset Sale involves the disposition of Collateral, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any such Subsidiary has complied with the provisions of its Subsidiaries of any Foreign Subsidiary this Agreement and the other Loan Documents. It is understood and agreed that Net Cash Proceeds “applied” to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent reduce Commitments pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made deemed applied to the extent of such Commitments so reduced, and to the extent Section 2.8 requires a prepayments and Cash Collateralization in an aggregate amount less than such reduction, such Net Cash Proceeds may be used for fair value and any other purpose not prohibited by the Loan Documents. Pending the final application of such Net Cash Proceeds, the Borrower may temporarily reduce borrowings under this Agreement or any other revolving credit facility or otherwise use the Net Cash Proceeds in any manner that is not prohibited by the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in Documents. On the case of 366th day after an Asset Sale (or series such earlier date, if any, as the Board of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness Directors of the Borrower or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (other than Disqualified Stock 3)(a), (3)(b) and (3)(c) of the Borrowerpreceding paragraph (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) or any Subsidiary and the release (3)(c) of the preceding paragraph (provided that if prior to such 366th day the Borrower or a Restricted Subsidiary enters into a binding agreement committing it to apply such Net Cash Proceeds in accordance with the requirements of clauses (3)(a), (3)(b) and its Subsidiaries from all liability (3)(c) of the preceding paragraph after such day, such 365-day period will be extended with respect to payment the amount of Net Cash Proceeds so committed for a period not to exceed 180 days) (each a “Net Proceeds Offer Amount”) shall be applied by the Borrower or such Restricted Subsidiary to (x) if the Net Cash Proceeds Trigger has not been met as of such Indebtednessdate (the “Application Date”), first, prepay Swingline Loans, second, prepay Revolving Loans and third Cash Collateralize L/C Exposure, in each case on such date (3in such order of priority until all such Net Cash Proceeds have been applied) Indebtedness and (y) if the Net Cash Proceeds Trigger has been met as of any Subsidiary that is no longer the Application Date, make an offer to reduce (the “Net Proceeds Offer”) to all Lenders, on a Subsidiary as date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, the Commitments of all Lenders on a result of such Dispositionpro rata basis, pursuant to procedures reasonably satisfactory to the extent Administrative Agent, in an amount equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, commitment fees and letter of credit fees with respect thereto; provided, however, that the Borrower and each other Subsidiary are released from if at any Guarantee Obligations or time any other obligations to provide credit support in respect of such Indebtedness and (4) securities non-cash consideration received by the Borrower or any Restricted Subsidiary of the Borrower, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 7.5. The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10,000,000 resulting from one or more Asset Sales (at which time, the transferee that are converted by entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10,000,000, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 7.4, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes of this Section 7.5, and shall comply with the provisions of this Section 7.5 with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)this Section 7.5.
Appears in 1 contract
Samples: Credit Agreement (Radiation Therapy Services Holdings, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Xcerra, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) surplus, obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case such Subsidiary in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, or (ii) in connection with any transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money, cash or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of property (i) by any Loan Party to any other Loan Party, (ii) by any Group Member (which is not a Loan Party) to any other Group Member, and (iii) from any Loan Party to any Subsidiary that is not a Guarantor, in the aggregate not to exceed, together with any Investments permitted pursuant to Section 7.8(f)(ii) hereof, five percent (5%) of the Borrower’s consolidated total assets determined in accordance with GAAP (measured at the time of any such Disposition);
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of Real Property;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with Section 6.3(b);
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower;
(h) , provided that at the Dispositions listed on Schedule 7.5(htime of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans in accordance with Section 2.12(e);
(im) Dispositions of properties subject property acquired after the date hereof in connection with Permitted Acquisitions in an amount not to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property exceed $1,000,000 in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
aggregate; provided that (k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(li) the abandonment, termination or other disposition Borrower identifies any such property to be Disposed of Intellectual Property or leasehold properties in reasonable detail in writing to the ordinary course Agent not later than three (3) Business Days prior to the consummation of businessany such acquisition and (ii) such property will be Disposed of for fair market value (as reasonably determined by the board of directors of the Borrower); and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment payments permitted under Section 7.6, Investments permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or and Liens permitted under Section 7.3; provided, however, that any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to this Section 6.9;
7.5 (p) Dispositions of minority interests in joint ventures; and
other than under clauses (q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs a), (fh) and (g)(ik) and (g)(ii) of this Section 7.5 shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 1 contract
Samples: Credit Agreement (Xcerra Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(ai) the Disposition of (i) obsolete immaterial, obsolete, damaged or worn out property or (ii) any of property that is no longer used or useful useful, suitable or commercially necessary in the conduct of the business of the Borrower or and its Subsidiaries, in each case in the ordinary course of business;
(bii) the Disposition of Cash Equivalents and sale of inventory or other products or assets sold in the ordinary course of business;
(ciii) Dispositions permitted by clause (i) of Section 7.4(bSections 7.4(b)(i), Investments permitted under Section 7.7 (other than Section 7.7 (m)7.4(c) and Restricted Payments permitted under Section 7.67.4(f);
(div) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned holder thereof, so long as such sale or issuance does not materially reduce Borrower’s direct or indirect ownership percentage in such Subsidiary;
(v) the license or sublicense of any property in the ordinary course of business that does not materially and adversely affect, in the good faith judgment of the Borrower, the value of such property to the Borrower and its Subsidiaries;
(vi) the Disposition for market value of other property in the aggregate having a book value not exceeding 20% of the consolidated net tangible assets of the Borrower and its Subsidiaries in the aggregate from and after the Closing Date (with consolidated net tangible assets being determined at the time of any such Disposition by reference to the most recent consolidated financial statements delivered pursuant to Section 6.1 or, if prior to the first delivery date for such financial statements hereunder, as of the end of the period for which the most recent financial statements of the Company are available); provided that not less than 75% of the total consideration for any sale such Disposition shall be paid to the Borrower in cash or issuance consideration which is within 180 days after the consummation of such Disposition reasonably expected to and shall be converted into cash; and provided further that any Subsidiary Guarantor’s Capital Stock liabilities that, if not assumed by the transferee with respect to the applicable Disposition, would have been deducted (other than subordinated liabilities) in calculating the Net Cash Proceeds from such Disposition but that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Subsidiaries shall only have been validly released by all applicable creditors in writing, shall be treated as cash consideration;
(vii) any of the Borrower and its Subsidiaries may transfer assets to the Borrower or another any Subsidiary Guarantor; provided, however, that in connection with any such transfer of assets the Borrower shall promptly, at Borrower’s expense, take such further actions and deliver such further assurances as the Administrative Agent or the Collateral Agent may in accordance with the terms, conditions and limitations of the Security Documents reasonably request, and in connection therewith execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in each appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary to grant or confirm the validity, perfection and priority of the Liens of the Security Documents on such assets covered thereby subject to no other Liens except as permitted by the applicable Security Document;
(eviii) Dispositions any of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) Borrower and its Subsidiaries shall be permitted to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessmake Permitted Dispositions;
(fix) the sale any of the Budget Truck Division for fair market value as determined by the board Borrower and its Subsidiaries shall be permitted to sell or otherwise dispose of directors of the Borrowerproperty to consummate a Sale Leaseback Transaction permitted under Section 7.11;
(gx) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the BorrowerRecovery Event or permitted Restricted Payment;
(hxi) the Dispositions listed on Schedule 7.5(hBorrower or any Subsidiary may issue Capital Stock in any such Subsidiary to qualify directors where required by applicable law or to satisfy other requirements of applicable law with respect to the ownership of Capital Stock in Foreign Subsidiaries or nominal shares of Foreign Subsidiaries for tax considerations;
(xii) Borrower or any of its Subsidiaries may transfer assets as a part of the consideration for Investments in Permitted Joint Ventures or Investments permitted by Xxxxxxx 0.0(x), (x), (x), (x), (x), (x), (x), (x), (xx) or (ee);
(ixiii) Dispositions of properties subject to condemnation, eminent domain or takingeffected by transactions permitted under Section 7.4 shall be permitted;
(jxiv) leasesthe granting of Liens in compliance with Section 7.3, subleasesto the extent such Liens would be considered a Disposition;
(xv) Borrower or any of its Subsidiaries may lease, licenses and sublicenses of as lessor or sublessor, or license, as licensor or sublicensor, real or personal property, and Intellectual Property property in the ordinary course of business, and any intercompany licenses and sublicenses to the extent that such lease does not materially interfere with the business of Intellectual PropertyBorrower or its Subsidiaries;
(kxvi) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% may dispose of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent assets comprising an Investment permitted pursuant to Section 6.97.8(r), (s), (u), (w), (x), (y), (dd) or (ee);
(pxvii) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided Subsidiaries may make Dispositions to Subsidiaries of the Borrower that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) are not Loan Parties for cash consideration not less than the then fair market value of this Section 7.5 shall be made for fair value and in the case of any assets subject to such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party as determined in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration good faith by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock a Responsible Officer of the Borrower) or any Subsidiary ), if such Disposition is otherwise in the ordinary course of its business and the release of is on terms and conditions at least as favorable to the Borrower and its Subsidiaries from all liability with respect to payment of or the Subsidiary making such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary Disposition as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received would be obtainable by the Borrower or the Subsidiary making such Disposition in a comparable arm’s-length transaction with an independent, unrelated third party; and
(xviii) like-kind exchanges of existing assets for similar replacement assets, so long as the receipt of the replacement assets in such exchange occurs promptly following the transfer thereof. To the extent the Required Lenders waive the provisions of this Section with respect to the sale or other disposition of any Collateral, or any Collateral is sold or disposed of as permitted by this Section 7.5, such Collateral in each case (unless sold or disposed of to Borrower or a Subsidiary from Guarantor) shall be sold or otherwise disposed of free and clear of the transferee that are converted Liens created by the Borrower or Loan Documents and the Administrative Agent shall take such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described actions in the clauses above, the Borrower accordance with Section 10.14 as are appropriate in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)connection therewith.
Appears in 1 contract
Samples: Amendment Agreement (Radiation Therapy Services Holdings, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business and the abandonment or Disposition of Intellectual Property that is, in the reasonable judgment of the Borrower, not material to the operation of the applicable Loan Party’s business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be of Holdings to the Borrower or another Subsidiary Guarantorany Loan Party;
(e) Dispositions the use or transfer of any Related Eligible Assets money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(i) the non-exclusive licensing or sub-licensing of patents, trademarks, copyrights, and other Intellectual Property rights in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence ordinary course of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerbusiness;
(g) the Disposition of property (i) by any Loan Party to any other Loan Party, (ii) by any Subsidiary (which is not a Loan Party) to any other Group Member, and (iii) by any Loan Party to any Subsidiary (which is not a Loan Party) pursuant to an Investment permitted under Section 7.8(e)(iii);
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of Real Property and security deposits required pursuant thereto;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions of other property having a fair market value not to exceed $1,000,000,000 5,000,000 in the aggregate for any fiscal year of the Borrower, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition;
(hm) the Dispositions listed on Schedule 7.5(h);payments permitted under Section 7.6, Investments permitted under Section 7.8, and Liens permitted under Section 7.3; and
(in) Dispositions (x) discounts of properties subject to condemnationor forgiveness of accounts receivable or in connection with the collection or compromise thereof, eminent domain or taking;
(j) leasesin each case, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses (y) sales, transfers and sublicenses other Dispositions of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents accounts receivable in connection with collection thereof in the ordinary course of business;
(o) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding, of any property or asset of a Group Member in an amount not to exceed, together with Dispositions permitted pursuant to clause (l) the abandonmentabove, termination or other disposition of Intellectual Property or leasehold properties $5,000,000 in the ordinary course aggregate for any fiscal year of businessthe Borrower; and
(mp) dispositions, discounts or forgiveness Disposition of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including by a Specified Transaction;
Loan Party pursuant to a Permitted Acquisition of a Loan Party disposed of within twelve (o12) Dispositions by months after the Borrower or any date of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary the Permitted Acquisition so long as the consideration received for the assets to be so disposed is at least 65% equal to the fair market value thereof and, at the reasonable discretion of the Capital Stock Administrative Agent, applied in reduction of such other Foreign Subsidiary (or the Obligations. provided, however, that any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 1 contract
Disposition of Property. Dispose of any Property (including by way of its property, Division) whether now owned or hereafter acquired, or, in the case or issue or Dispose of any Subsidiary, issue Equity Interest of any Person that directly or sell indirectly owns any shares of such Subsidiary’s Capital Stock to any Personthe foregoing, except:
(a) Dispositions permitted by Section 7.4;
(b) the Disposition of (i) obsolete or worn out property property, or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiariessuch Person’s business, in each case in the ordinary course Ordinary Course of businessBusiness;
(bc) the Disposition of inventory or other assets in the ordinary course Ordinary Course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6Business or consistent with past practice;
(d) Dispositions of cash or Cash Equivalents in the Ordinary Course of Business;
(e) the sale or issuance of (i) the Parent Borrower’s Equity Interests (other than Disqualified Stock) or (ii) any Subsidiary’s Capital Stock Equity Interests to the Parent Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Party;
(f) (i) transfers of assets between or among the sale Parent Borrower and the other Loan Parties, (ii) transfers of the Budget Truck Division for fair market value as determined by the board assets to Loan Parties and (iii) transfers of directors of the Borrowerassets between or among Subsidiaries that are not Loan Parties;
(g) any Dispositions constituted by the Disposition granting of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the BorrowerLiens permitted by Section 7.1;
(h) any lease of drill pipe by Quail Tools to a customer located outside of the Dispositions listed on Schedule 7.5(h)United States and any subsequent sale to such customer of any such drill pipe;
(i) Dispositions any sale by the Parent Borrower or any Subsidiary to its customers of properties subject to condemnationdrill pipe, eminent domain or takingtools, and associated drilling equipment utilized in connection with a drilling contract for the employment of a drilling rig in the Ordinary Course of Business and consistent with past practice;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual PropertyDispositions constituting Investments permitted under Section 7.6(h);
(k) dispositions any other Disposition of Property not otherwise permitted under this Section 7.5; provided that (i) at the time of such Disposition, no Default shall exist or use would result from such Disposition, (ii) the aggregate fair market value of cash all Property disposed of in reliance on this Section 7.5(k) in any 12 month period does not exceed $25,000,000 and (iii) at least 75% of the purchase price for such Property shall be paid to the Parent Borrower or the applicable Subsidiary in cash, Cash Equivalents in or any combination thereof; provided that any liabilities (as shown on the ordinary course Parent Borrower’s or such Subsidiary’s most recent balance sheet) of business;the Parent Borrower or any Subsidiary (other than (x) liabilities of any Excluded Subsidiary or Project Finance Subsidiary and (y) contingent liabilities and liabilities that are by their terms subordinated to the Loans or any Guarantee pursuant to the Loan Documents) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Parent Borrower or such Subsidiary from further liability shall be deemed to be cash for purposes of this Section 7.5(k); and
(l) Dispositions required to consummate the abandonmentSpecified Permitted Reorganization; provided, termination or other disposition of Intellectual Property or leasehold properties in that, notwithstanding the ordinary course of business; and
(m) dispositionsforegoing, discounts or forgiveness of accounts receivable in connection with this Section 7.5 shall not permit the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Parent Borrower or any of its Subsidiaries to Dispose of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of a Borrower, unless such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) borrower status is pledged to the Administrative Agent pursuant to terminated in accordance with Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause2.14(e).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) (i) the sale sale, transfer or issuance of any Subsidiary’s Capital Stock to the Parent Borrower or any Wholly Owned Subsidiary; provided that any sale Subsidiary Guarantor and (ii) the sale, transfer or issuance of any Subsidiary GuarantorForeign Subsidiary’s Capital Stock shall only be to any Wholly Owned Subsidiary of the Borrower or another Subsidiary GuarantorParent Borrower;
(e) Dispositions sales of any Related Eligible Assets (i) Receivables and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction, provided that 100% of the proceeds received in connection with therewith (other than proceeds in the AESOP Financing Program form of customary equity or debt interests in the Centre Point Financing Program, (iirelevant Receivables Entity) to any Securitization Entity are in the form of cash or (iii) in connection with the incurrence of any Securitization IndebtednessCash Equivalents;
(f) transfers of assets by the sale Parent Borrower or any Domestic Subsidiary to Foreign Subsidiaries so long as the aggregate book value of the Budget Truck Division for fair market assets subject to such asset transfer, when combined with the aggregate book value as determined by the board of directors of the Borrower;assets subject to all other such transfers consummated during the immediately preceding twelve-month period, shall not exceed 3% of Consolidated Total Assets determined as at the end of the most recently ended fiscal quarter for which the relevant financial information is available; and
(g) the Disposition Dispositions of other property having a assets (other than pursuant to receivables securitizations) so long as (i) such transaction is for not less than fair market value not to exceed $1,000,000,000 (as determined in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions good faith by the Borrower Parent Borrower’s management or any board of its Subsidiaries directors), (ii) no Event of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary Default shall be in existence or result therefrom (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent including, on a pro forma basis, pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f7.1) and (g)(iiii) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any Asset Sale, when combined with all other Asset Sales consummated during the immediately preceding twelve-month period (collectively, “Relevant Asset Sales”), (x) the aggregate book value of the assets subject to such Disposition (Relevant Asset Sales shall not exceed 15% of Consolidated Total Assets determined as at the end of the most recently ended fiscal quarter for which the relevant financial information is available plus consolidated total assets acquired by the Parent Borrower or series its Subsidiaries pursuant to acquisitions made after such fiscal quarter and on or prior to the date of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an such Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtednessdetermined in accordance with GAAP) and (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2y) the assumption aggregate amount of Indebtedness of the Borrower consideration (other than Disqualified Stock cash and Cash Equivalents) received pursuant to such Relevant Asset Sales shall not exceed the sum of 5% of Consolidated Net Worth determined as at the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment end of such Indebtedness, (3) Indebtedness fiscal quarter plus an additional aggregate amount of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).$100,000,000;
Appears in 1 contract
Disposition of Property. Dispose of Make any Disposition of its propertyProperty, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
except (a) the a Disposition of (i) obsolete by Borrower to a Wholly-Owned Subsidiary which is a Subsidiary Guarantor, or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the by a Subsidiary to Borrower or its Subsidiariesanother Subsidiary (provided that any Disposition by a Subsidiary Guarantor must be to another Subsidiary Guarantor or to Borrower), in each case in the ordinary course of business;
(b) Investments permitted by Section 6.16 to the Disposition of inventory in the ordinary course of business;
extent constituting Dispositions, (c) Dispositions permitted by clause Section 6.15, (d) Dispositions of (i) of Section 7.4(b)accounts receivable and (ii) collateral securing accounts receivable and guarantees supporting accounts receivable, Investments in each case set forth in clauses (i) and (ii) as transferred in connection with a receivables financing permitted under Section 7.7 6.10(k) (other than Section 7.7 (m)) it being agreed that any lien releases to be executed by the Collateral Agent in connection therewith shall be limited to Collateral not exceeding $25,000,000 in the aggregate and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock shall otherwise be in form reasonably acceptable to the Borrower Administrative Agent), and (e) Dispositions, of which the fair market value (as reasonably determined in good faith by Borrower’s senior management), when aggregated with the proceeds of all other Dispositions incurred under this clause (e) within the same Fiscal Year, are less than or any Wholly Owned Subsidiaryequal to the greater of (i) $75,000,000 and (ii) 10% of Consolidated Total Assets; provided that any sale in the case of clause (d), no Default or issuance Event of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower Default then exists or another Subsidiary Guarantor;
(e) would result from Dispositions of any Related Eligible Assets (i) made in connection with the AESOP Financing Program any new or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value extended receivables financing and in the case of any such Disposition clause (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Salese), any consideration by way no Default or Event of relief from, Default then exists or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries would result from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, used, surplus or worn out property in the ordinary course of business (including the abandonment or other Disposition of Intellectual Property that is in the reasonable judgment of the Borrower, no longer economically practicable to maintain or used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole), (ii) any Dispositions of property that is no longer used or useful in the conduct of the business of the Borrower or and its Subsidiaries, in each case in the ordinary course of businessRestricted Subsidiaries and (iii) cash and Cash Equivalents;
(b) the Disposition sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(bSections 8.4(a), Investments permitted under Section 7.7 (other than Section 7.7 (m)8.4(b) and Restricted Payments permitted under Section 7.68.4(e);
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned SubsidiarySubsidiary Guarantor; provided that any and the sale or issuance of any Capital Stock of a Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor’s Capital Stock shall only be to , the Borrower or another any other Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednesssale-leaseback transactions permitted by Section 8.11;
(f) sales, transfers or dispositions by the sale Borrower or any of its Restricted Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default then exists or would result therefrom, (ii) the Budget Truck Division for Borrower or such Restricted Subsidiary receives at least fair market value (as determined in good faith by the board of directors Borrower), (iii) the aggregate proceeds received by the Borrower or such Restricted Subsidiary from all such sales, transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the Borroweraggregate consideration paid for such Permitted Acquisition, and (iv) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of such Permitted Acquisition;
(g) the sale of Securitization Assets to one or more Securitization Subsidiaries in connection with a Permitted Securitization;
(h) Dispositions of property from (a) the Borrower to any Subsidiary Guarantor, (b) from any Subsidiary Guarantor to any other Subsidiary Guarantor and (c) any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor or to any Loan Party;
(i) Dispositions permitted by Section 8.3 and Section 8.8;
(j) leases or subleases of property in the ordinary course of business which do not materially interfere with the conduct of the business of the Borrower or any of its Restricted Subsidiaries taken as a whole;
(k) Dispositions of property in connection with Recovery Events;
(l) Dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business;
(m) the Borrower or any Restricted Subsidiary may effect Permitted Exchanges in accordance with the definition thereof;
(n) sales, transfers, leases and other dispositions to a Foreign Subsidiary; provided, that any such sales, transfers, leases or other dispositions from Borrower or a Restricted Subsidiary that is a Loan Party shall be made (i) in compliance with Section 8.10 and (ii) to the extent not made in compliance with Section 8.10, shall be treated as an Investment in such Foreign Subsidiary and shall be permitted only to the extent permitted pursuant to Section 8.8;
(o) Dispositions of Investments in joint ventures, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that the consideration received shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower);
(p) sales, forgiveness or other dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof;
(q) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; and
(r) the Disposition of other property having a fair market value not to exceed $1,000,000,000 50,000,000 in the aggregate for any fiscal year if the consideration received from such Disposition is no less than fair market value of such assets (as determined in good faith by the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for which at least 75% is received in cash consideration (excluding, in or Cash Equivalents at the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result closing of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the The Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory and related orbital slots in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale Disposition or issuance of any Subsidiary’s Capital Stock or other assets to the Borrower or any Wholly Owned Subsidiary; provided that Guarantor or in accordance with any sale shareholders’ or issuance of like agreement in existence on the date hereof or entered into by any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorGroup Member in connection with any investment otherwise permitted hereby;
(e) Dispositions the sale, transfer or other disposition of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednesscash and Cash Equivalents;
(f) the sale license of Intellectual Property in the ordinary course of business or the lease of satellite transponder capacity pursuant to the Apstar Transponder Lease, in each case which does not materially interfere with the business of the Budget Truck Division for fair market value Borrower and its Subsidiaries, taken as determined by the board of directors of the Borrowera whole;
(g) Dispositions of Orbital Receivables (including in transactions giving rise to Indebtedness permitted by Section 7.2(g)) for aggregate proceeds not to exceed $50,000,000, provided that (x) any such Disposition is on arms length terms and (y) at the time of such Disposition and after giving effect thereto on a pro forma basis no Event of Default has occurred and is continuing;
(h) Dispositions of Vendor Financing Receivables (including in transactions giving rise to Indebtedness permitted by Section 7.2(h)) for aggregate proceeds not to exceed $50,000,000, provided that (x) any such Disposition is on arms length terms and (y) at the time of such Disposition and after giving effect thereto on a pro forma basis no Event of Default has occurred and is continuing;
(i) the Disposition of other property having a fair market value not to exceed $1,000,000,000 10,000,000 in the aggregate for any fiscal year of the Borrower;
(h) Borrower and $25,000,000 in the Dispositions listed on Schedule 7.5(h);
(i) Dispositions aggregate during the term of properties subject to condemnation, eminent domain or taking;the Revolving Facility; and
(j) leasesthe Disposition of any commitment to provide, subleasesor loan so providing, licenses Vendor Financing of up to $100,000,000 to Sirius Satellite Radio Inc. (or its successors and sublicenses permitted assigns) or of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
Vendor Financing Receivables arising therefrom (ki) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection incurrence of Indebtedness permitted by Section 7.2(k) or compromise thereof;
(nii) Dispositions of non-core assets acquired in connection a Disposition that may be accounted for as a “true sale” in accordance with an Investment permitted under Section 7.7GAAP, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (fx) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition is on arms length terms and (or series of related Dispositionsy) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment time of such Indebtedness, (3) Indebtedness Disposition and after giving effect thereto on a pro forma basis no Event of any Subsidiary that Default has occurred and is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)continuing.
Appears in 1 contract
Samples: Credit Agreement (Loral Space & Communications Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (iSection 7.4(a) of or Section 7.4(b7.4(b)(i), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantorother Loan Party;
(e) Dispositions the payment, use or other transfer of any Related Eligible Assets money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(i) the non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence ordinary course of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerbusiness;
(g) the Disposition of property (i) by any Loan Party to any other Loan Party, and (ii) by any Group Member (which is not a Loan Party) to any other Group Member;
(h) sales of non-revenue generating patents that are not material to the operations of the Borrower and its Subsidiaries, for which the Loan Parties will have unlimited free right of use, for consideration not to exceed in the aggregate $5,000,000 per fiscal quarter or $25,000,000 for all such sales while the Loan Documents remain in effect (provided that such aggregate cap shall be increased to $50,000,000 in the event the Consolidated Senior Leverage Ratio is less than 1.50:1.00) (each a “Permitted Patent Sale”); provided that no Permitted Patent Sale may be made in the event that an Event of Default has occurred and is continuing or would result after giving effect to each such Permitted Patent Sale. Attached hereto as Schedule 7.5(h) is a list of the Patents of the Borrower and its Subsidiaries that are revenue generating or otherwise material to the business of the Borrower and its Subsidiaries as of the Closing Date (each of the Patents on such schedule as updated from time to time pursuant to Section 6.8(h) is referred to herein as a “Core Patent”). For the avoidance of doubt, the parties agree that in no event shall any Core Patent be Disposed of in any Permitted Patent Sale;
(i) Dispositions of property subject to a Casualty Event;
(j) leases or subleases of Real Property;
(k) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(l) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(m) Dispositions of other property having a fair market value not to exceed $1,000,000,000 1,000,000 in the aggregate for any fiscal year of the Borrower;
, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans if required in accordance with Sections 2.12(c) and (h) the Dispositions listed on Schedule 7.5(he);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment payments permitted under Section 7.6, Investments permitted under Section 7.7, including a Specified Transaction;and Liens permitted under Section 7.3; and
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign SubsidiaryNIM(China) is pledged to the Administrative Agent extent constituting Investments permitted by Section 7.8(n). provided, however, that any Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 1 contract
Samples: Credit Agreement (Telecommunication Systems Inc /Fa/)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of Cash Equivalents or inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property, in each case in the ordinary course of business and so long as any Related Eligible Assets (i) in connection such transaction does not materially interfere with the AESOP Financing Program or business of the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization IndebtednessBorrower and its Subsidiaries;
(f) the sale of the Budget Truck Division for fair market value as determined any Disposition constituting a Restricted Payment permitted by the board of directors of the BorrowerSection 7.6 or an Investment permitted by Section 7.8;
(g) the granting of a Lien permitted by Section 7.3 (but not the exercise of any remedy in connection therewith);
(h) Dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;
(i) the licensing or sublicensing of intellectual property pursuant to manufacturing license agreements or technical assistance agreements with certain foreign governments, or otherwise in accordance with the International Traffic in Arms Regulations; and
(j) the Disposition of other property having a fair market value not to exceed $1,000,000,000 2,500,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, or issue or sell any shares of such Subsidiary’s its Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business; the Disposition of cash and Cash Equivalents for fair value; the license of intellectual property in the ordinary course of business; and leases and subleases with respect to excess capacity and not materially interfering with the ordinary conduct of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) Dispositions of assets of TWTC or any Subsidiary to any other Subsidiary having a fair market value not to exceed $5,000,000 in the aggregate for any fiscal year of TWTC;
(e) the sale or issuance of TWTC’s common stock or preferred stock (including in each case convertible stock subject to the specific restriction on convertible stock below) to any Person, provided that (i) the Net Cash Proceeds thereof shall be (x) used to redeem or repurchase Indebtedness to the extent permitted under Section 7.9 or (y) contributed to the Borrower as either equity or debt to the extent TWTC has cash and Cash Equivalents in excess of $25,000,000 in the aggregate (provided that to the extent contributed as debt, such debt shall be evidenced by an Intercompany Subordinated Note, if otherwise required to be so evidenced pursuant to Section 7.2(l)), (ii) if such issuance relates to convertible stock, the Net Cash Proceeds thereof shall be used only to redeem or repurchase Indebtedness of TWTC to the extent permitted under Section 7.9 and (iii) if such preferred stock constitutes Cash Pay Preferred Stock, it shall be issued in compliance with Section 7.2;
(f) the sale or issuance of any Subsidiary’s Capital Stock to TWTC, the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(eg) Dispositions of any Related Eligible Assets Exchange by TWTC and its Subsidiaries, provided that (i) in connection with on the AESOP Financing Program date of such Exchange, no Revolving Default or the Centre Point Financing ProgramRevolving Event of Default shall have occurred and be continuing or would result therefrom, (ii) to any Securitization Entity or the assets received in connection with such Exchange shall be received by a Wholly Owned Subsidiary Guarantor and (iii) in the event that any cash consideration is paid or received by TWTC or any of its Subsidiaries in connection with such Exchange, then (a) the incurrence payment of any Securitization Indebtedness;such cash is permitted by Section 7.7 or Section 7.8(i), as applicable and in accordance with GAAP, and (b) the Disposition related to the receipt of any such cash is permitted by Section 7.5(h); and
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(gh) the Disposition of other property having a fair market value not to exceed (as to TWTC and all Subsidiaries) $1,000,000,000 50,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)TWTC.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, including Intellectual Property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or any Restricted Subsidiary reasonably determines is obsolete, surplus, worn out, or no longer useful in its Subsidiariesbusiness, in each case or is replaced in the ordinary course of business, including the lease or sublease of excess or unneeded real property;
(b) the Disposition of inventory inventory, internally manufactured test systems or cash or Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b)7.3, Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments made in cash permitted under by Section 7.5 and Investments made in cash permitted by Section 7.6;
(d) the sale Disposition or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program non-exclusive licensing and cross-licensing arrangements of technology or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property (including the provision of software under an open source license) in the ordinary course of business, (ii) the discontinuance, forfeiture, abandonment or other disposition of any item of Intellectual Property that is no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and any the Restricted Subsidiaries, as determined in the exercise of the Borrower’s or the applicable Restricted Subsidiary’s reasonable business judgment or (iii) exclusive intercompany licenses in existence on the Closing Date and, in each case of (i), (ii) and sublicenses (iii), which does not materially interfere with the business of Intellectual Propertythe Borrower and the Restricted Subsidiaries;
(kf) dispositions the Disposition of any property or use assets, or the issuance of cash any Restricted Subsidiaries’ Capital Stock, (i) to any Loan Party, (ii) by any Restricted Subsidiary that is not a Guarantor to any other Restricted Subsidiary that is not a Guarantor and Cash Equivalents (iii) by any Loan Party to any Restricted Subsidiary that is not a Guarantor in an aggregate amount (calculated as the fair market value of property or assets so disposed of) under this clause (f)(iii) not to exceed 5% of Consolidated Assets since the #96545445v8 Closing Date as determined as of the last day of the most recent fiscal quarter for which financial statements have been delivered hereunder;
(g) transfers of property as a result of any Recovery Event;
(h) leases, occupancy agreements and subleases of property in the ordinary course of business;
(li) the abandonmentDisposition of receivables and customary related assets pursuant to factoring programs on customary market terms for such transactions with respect to receivables of, termination or and generated by, Foreign Subsidiaries;
(j) the Disposition of other disposition property (other than receivables and customary related assets and other than Dispositions of Intellectual Property or leasehold properties made to a Subsidiary of the Borrower that is not a Loan Party) having a net book value not to exceed 25.0% of Consolidated Assets (as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder prior to the Disposition thereof) in the ordinary course aggregate during any fiscal year of businessthe Borrower; and
(m) dispositionsprovided, discounts or forgiveness of accounts receivable in connection however, with the collection or compromise thereof;
(n) respect to any such Dispositions of non-core assets acquired property pursuant to this clause (j) having a net book value in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any excess of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 6510.0% of the Capital Stock Consolidated Assets (as determined as of such other Foreign Subsidiary (or any parent company the last day of such other Foreign Subsidiary) is pledged the most recent fiscal period for which financial statements have been delivered hereunder prior to the Administrative Agent pursuant to Section 6.9;
Disposition thereof), such Dispositions shall only be permitted if (px) Dispositions not less than 75% of minority interests the aggregate sale price from such Disposition shall be paid in joint ventures; and
cash or Cash Equivalents, (qy) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any shall be in pro forma compliance, treating all Deferred Consideration required to be paid other than in common equity interests then outstanding as Consolidated Total Debt solely for the purpose of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) testing such pro forma compliance, with each of the financial covenants set forth in Article VI after giving effect to such Disposition and recomputed for the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered hereunder and (g)(iz) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series including any Disposition made to a Subsidiary of related Dispositionsthe Borrower that is not a Loan Party) that yields gross proceeds to any Loan Party in excess of $25,000,000shall be for fair market value; provided, for at least 75% cash consideration (excludinghowever, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisothis clause (j), the following shall be deemed to be cash considerationCash Equivalents: (1A) Cash Equivalents, any liabilities (2as shown on the Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) the assumption of Indebtedness of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that (i) are assumed by the transferee with respect to the applicable Disposition or (ii) are otherwise cancelled or terminated in connection with the transaction with such transferee (other than Disqualified Stock of intercompany debt owed to the BorrowerBorrower or its Restricted Subsidiaries) or any Subsidiary and the release of and, in each case, for which the Borrower and all of its Restricted Subsidiaries from shall have been validly released by all liability with respect to payment of such Indebtednessapplicable creditors in writing and (B) any securities, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations notes or any other obligations to provide credit support in respect of such Indebtedness and (4) securities or assets received by the Borrower or any the applicable Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days)days following the closing of the applicable Disposition;
(k) Disposition of assets acquired pursuant to a Permitted Acquisition that constitute “non-core assets” within 365 days after the consummation of such Permitted Acquisition; provided, further, that if the Group Member’s action or event meets the criteria of more not less than one 75% of the types of Dispositions described aggregate sale price from such Disposition shall be paid in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action cash or event in one or more clauses (including in part under one such clause and in part under another such clause).Cash Equivalents;
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory or the licensing of intellectual property in the ordinary course of businessbusiness and other sales of excess or surplus inventory;
(c) Dispositions permitted by clause (i) of Section 7.4(b8.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned SubsidiarySubsidiary Guarantor; provided that any and the sale or issuance of any Subsidiary GuarantorForeign Subsidiary’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantorany other Foreign Subsidiary;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednesssale-leaseback transactions permitted by Section 8.11;
(f) sales, transfers or dispositions by the sale Borrower or any of its Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default then exists or would result therefrom, (ii) the Budget Truck Division for Borrower or the respective Subsidiary receives at least fair market value (as determined in good faith by the board of directors Borrower), (iii) the aggregate proceeds received by the Borrower or such Subsidiary) from all such sales, transfers or dispositions relating to a given Permitted Acquisition shall not exceed 40% of the Borrower;aggregate consideration paid for such Permitted Acquisition, and (z) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of the respective Permitted Acquisition; and
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 10,000,000 in the aggregate for any fiscal year of the Borrower;
Borrower if consideration received from such Disposition is no less than fair market value of such assets (h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property as determined in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions good faith by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(iiBorrower) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for which at least 75% is received in cash consideration (excluding, in at the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result closing of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of the Company, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete used, obsolete, worn out, damaged or worn out surplus property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case and equipment in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause clauses (ia), (b)(x)(i), (b)(y)(i), (c) and (d) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.66.3;
(d) the sale or issuance of any Subsidiary’s Capital Stock of any Restricted Subsidiary to the Borrower Company or any Subsidiary Guarantor or, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to any Restricted Subsidiary (provided that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s , Capital Stock shall only of such Restricted Subsidiary may be also issued to other owners thereof (other than Group Members) to the Borrower or another Subsidiary Guarantorextent such issuance is not dilutive to the ownership of the Company and its Restricted Subsidiaries);
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing or sublicensing of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents rights in the ordinary course of business;
(g) the granting of Liens permitted under Section 6.2;
(h) Dispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(i) licenses, sublicenses, leases or subleases with respect to any personal or real property or assets (other than Intellectual Property) granted to third Persons in the ordinary course of business (including the termination or expiration of any lease or real or personal property in accordance with its terms); provided, that the same do not in any material respect interfere with the business of the Company and its Restricted Subsidiaries, taken as a whole, or materially detract from the value of the relative assets of the Company and the Restricted Subsidiaries, taken as a whole;
(j) Dispositions among the Company and the Restricted Subsidiaries;
(k) the Disposition of assets described in Schedule 6.4;
(l) the abandonmentsettlement, termination forgiveness or other disposition write-off of Intellectual Property accounts receivable or leasehold properties sale of overdue accounts receivable for collection, compromise or settlement in the ordinary course of business; and;
(m) dispositionsDispositions constituting (i) Investments permitted under Section 6.6 excluding clause (t) thereof, discounts (ii) Restricted Payments permitted under Section 6.5 or forgiveness of accounts receivable in connection with the collection or compromise thereof(iii) Sale Leaseback Transactions permitted under Section 6.9;
(n) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by foreclosure, condemnation or similar proceeding of, any property or asset or pursuant to a sale thereof to a purchaser with such power under threat of such a taking;
(o) Dispositions of property in the ordinary course of business to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(p) the abandonment or cancellation of intellectual property, in the reasonable judgment of the Company, that is no longer used or useful in any material respect in the business of the Company and its Restricted Subsidiaries, taken as a whole;
(q) the unwinding of any Swap Agreements;
(r) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(s) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions Permitted Acquisition by the Borrower Company or any of its Restricted Subsidiaries within 18 months of any such Permitted Acquisition;
(t) Any surrender or waiver of contract rights or settlement, release or surrender of contract, tort or other litigation claims in the ordinary course of business;
(u) Dispositions pursuant to the Specified Foreign Subsidiary to any other Foreign Subsidiary Restructuring;
(v) so long as at least 65% no Default or Event of Default has occurred and is continuing, the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to other property; provided that (A) the Borrower or any the Restricted Subsidiary, as the case may be, receives consideration at the time of its Subsidiaries. provided that all Dispositions permitted under paragraphs such Asset Sale at least equal to the fair market value (fas determined in good faith by the Borrower) of the assets sold or otherwise Disposed of, and (g)(iB) and (g)(ii) of this Section 7.5 shall be made for fair value and except in the case of any a Permitted Asset Swap, not less than 75% of the consideration payable to the Company and its Restricted Subsidiaries in connection with such Disposition is in the -70- form of cash or Cash Equivalents; (provided, further that for purposes of this clause (u), (i) any Designated Non-cash Consideration received by the Company or series such Restricted Subsidiary in respect of related Dispositions) such Disposition having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this proviso that yields gross proceeds to any Loan Party is at that time outstanding, not in excess of $25,000,00020,000,000, for with the fair market value of each item of Designated Non-cash Consideration being measured at least 75% cash consideration the time received and without giving effect to subsequent changes in value and (excludingii) any securities, in the case of an Asset Sale (notes or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities or assets received by the Borrower or any such Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 daysdays following the closing of such Assets Sale, shall be deemed to be cash); provided, further, that if ;
(w) sales of assets received by the Group Member’s action Company or event meets any Restricted Subsidiary from Persons other than the criteria of more than one Company or a Restricted Subsidiary upon foreclosure on a lien in favor of the types Company of Dispositions described such Subsidiary;
(x) any exchange of property of the Company or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the Company or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the Company or such Restricted Subsidiary, (b) the Company or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the Company) in good faith and (c) such property will be received by the Company or such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged; and
(y) Grants of credits and allowances in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete property which is obsolete, worn out, damaged, surplus or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions permitted by clauses (i) and (ii) of inventory in the ordinary course of businessSection 7.4(b);
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 any Group Member to any Group Member (other than any Unrestricted Subsidiary); provided, however, that any Dispositions made by a Loan Party to any non-Loan Party (together with Indebtedness permitted by Section 7.7 (m7.2(b)(iii) and Investments permitted by Section 7.8(e)(iii)) and Restricted Payments permitted under Section 7.6shall not exceed $30,000,000 in the aggregate at any time;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided a Group Member provided, that any such sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantorconstitutes an Investment permitted by Section 7.8(e);
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(lf) the abandonmentlicensing of patents, termination or trademarks, copyrights, and other disposition of Intellectual Property or leasehold properties in the ordinary course of business; andbusiness or other Disposition of Intellectual Property no longer material to the conduct of the business of the Borrower or its Subsidiaries;
(mg) dispositions[reserved];
(h) leases, discounts subleases, licenses and sublicenses of real or forgiveness personal property entered into by any Group Member in the ordinary course of business at arm’s length and on market terms;
(i) the Disposition of other property not otherwise permitted pursuant to this Section 7.5 provided (a) such Dispositions are for fair market value as reasonably determined by the Borrower in good faith, (b) at least 75% of the consideration for Dispositions in excess of $3,000,000 shall consist of cash Dollars or Cash Equivalents denominated in Dollars, (c) such asset sale or disposition is subject to the terms of Section 2.12(c) and (d) before and immediately after giving effect to such Disposition, no Event of Default has occurred and is continuing;
(j) Investments permitted by Section 7.8, Restricted Payments permitted by Section 7.6, and Liens permitted by Section 7.3, in each case to the extent constituting a “Disposition”;
(k) Dispositions of accounts receivable in connection with the collection or compromise thereof;
thereof (n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower sales to factors or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint venturesthird parties); and
(ql) any Disposition Dispositions of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition property subject to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Casualty Events.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property and the abandonment or (ii) any property allowing to lapse or expire or other Disposition of Intellectual Property that is is, in the reasonable judgment of the Borrower, no longer used economically practicable to maintain or no longer necessary or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of businessbusiness of the Group Members taken as a whole;
(b) the Disposition sale of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6Sections 7.4;
(d) (i) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower Borrower, Holdings, or any Wholly Owned Subsidiary; Subsidiary Guarantor provided that the no cash consideration is paid to any such Subsidiary issuing Capital Stock that is not a Loan Party, (ii) the sale or issuance of the Capital Stock of any Subsidiary Guarantor’s that is not a Loan Party to any other Subsidiary that is not a Loan Party and (iii) the sale or issuance of Qualified Capital of Stock shall only be of Holdings so long as such sale does not result in a Change of Control (and provided that the Net Cash Proceeds of any initial public offering are applied to the Borrower or another Subsidiary Guarantormandatory prepayment of the Term Loan in accordance with Section 2.20(a) and any Net Cash Proceeds constituting a Cure Amount are applied to the prepayment of the Term Loan in accordance with Section 2.20(e));
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with the AESOP Financing Program a manner not otherwise prohibited by this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale any non-exclusive licensing or sub-licensing of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerpatents, trademarks, copyrights, and other Intellectual Property that would be permitted under Section 7.3(p);
(g) to the extent constituting a Disposition, leases of real or personal property in the ordinary course of business and in accordance with the applicable Security Documents;
(h) Liens permitted by Section 7.3 and Investments made in compliance with Section 7.8;
(i) the Disposition of other property having a fair market value not to exceed $1,000,000,000 500,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations may designate one fiscal year during the term of this Agreement during which Borrower may Dispose of additional property having a fair market value not to provide credit support exceed $1,000,000 (in respect addition to the $500,000 permitted in every fiscal year) by giving the Agent written notice of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).election;
Appears in 1 contract
Samples: Credit Agreement (Connecture Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) (i) the Disposition of other property having a fair market value not to exceed $1,000,000,000 200,000,000 in the aggregate for any fiscal year of the Borrower, (ii) any Disposition of fleet vehicles of Dollar Target and its Subsidiaries, and (iii) other divestitures required by a Governmental Authority in connection with, resulting from or related to the DTA Acquisition upon consummation of the DTA Acquisition Step 1;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Samples: Incremental Tranche B Term Facility Agreement (Avis Budget Group, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or obsolete, worn out or surplus property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6;(b)(ii)(A); 112
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided that any sale other Loan Party, or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) by a Subsidiary that is not a Loan Party to any Securitization Entity another Subsidiary that is not a Loan Party or (iii) in connection with any transaction that does not result in a Change of Control;
(e) the incurrence use or transfer of any Securitization Indebtednessmoney, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(f) the sale non-exclusive licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Group Member which acquires the property;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of real property;
(j) the sale, transfer, disposition or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise, settlement or collection thereof;
(k) any abandonment, lapse, cancellation, non-renewal, disposition or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith (i) is not material to Group Members’ business and (ii) the cost of maintaining such Intellectual Property would outweigh the benefit to Group Members of so maintaining it;
(l) Restricted Payments permitted by Section 7.6, Investments permitted by Section 7.8 and Liens permitted by Section 7.3;
(m) Dispositions of other property having a fair market value not to exceed $1,000,000,000 10,000,000 in the aggregate for any fiscal year of the BorrowerGroup Members so long as such Disposition is made for fair market value, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans or the Revolving Loans, as applicable, in accordance with Section 2.12(e);
(hn) Dispositions of assets in the ordinary course of business that the applicable Group Member determines in good faith is no longer used or useful in the business of such Group Member;
(o) Dispositions listed on Schedule 7.5(h)of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between any joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(i) Dispositions voluntary cancellations, terminations or surrender by any Group Member of properties subject to condemnationany immaterial lease or license, eminent domain or taking;
(jii) leases, subleases, licenses and sublicenses the expiration of any option agreement in respect of real or personal property, property and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(liii) the abandonmentsettlement of any litigation claims (to the extent such claims constitutes an asset), termination or other disposition of Intellectual Property or leasehold properties in each case, in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; andand 113
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received approved by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Accuray Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of any Co-Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or obsolete, worn out or unneeded property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantorother Loan Party;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money, cash or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) (i) the sale non-exclusive licensing of Patents, Trademarks, Copyrights, and other Intellectual Property rights in the Budget Truck Division ordinary course of business; and (ii) licensing of Patents, Trademarks, Copyrights, and other Intellectual Property rights customary for fair market value companies of similar size and in the same industry as determined the applicable Co-Borrower and that are approved by the such Co-Borrower’s board of directors and which would not result in a legal transfer of title of such licensed Intellectual Property, but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the BorrowerUnited States;
(g) the Disposition of property (i) by any Loan Party to any other Loan Party, and (ii) by any Subsidiary that is not a Loan Party to any other Group Member;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of Real Property or equipment;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with Section 6.3(b);
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions of other property having a fair market value not to exceed $1,000,000,000 500,000 in the aggregate for any fiscal year of the Borrower, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition and so long as the Administrative Agent shall have a perfected, first-priority Lien in the proceeds of such Disposition;
(h) the Dispositions listed on Schedule 7.5(h);
(im) Dispositions of properties subject property in connection with any Sale Leaseback permitted pursuant to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of businessSection 7.12; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment payments permitted under Section 7.77.6, including a Specified Transaction;
(o) Dispositions by the Borrower or Investments permitted under Section 7.8, and Liens permitted under Section 7.3. provided, however, that any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made in good faith on an arm’s length basis for fair value (except for Dispositions made pursuant to Sections 7.5(c), (h) and (k)). Notwithstanding the foregoing or any provision to the contrary in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Document, no Disposition made at any time in reliance on this Section 7.5 shall cause the Non-Loan Party Investment Limit in excess of $25,000,000, for effect at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed such time to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)exceeded.
Appears in 1 contract
Samples: Credit Agreement (Violin Memory Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or obsolete, worn out or surplus property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)Sections 7.4(b)(i)(A) and Restricted Payments permitted under Section 7.6(b)(ii)(A);
(d) the sale or issuance of any Subsidiary’s the Capital Stock to the Borrower of (x) Holdings or any Wholly Owned Subsidiary; provided that any sale or issuance of (y) any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets Holdings (i) in connection with the AESOP Financing Program to Holdings or the Centre Point Financing Programany other Loan Party, or (ii) by a Subsidiary that is not a Loan Party to any Securitization Entity another Subsidiary that is not a Loan Party or (iii) in connection with any transaction that does not result in a Change of Control;
(e) the incurrence use, transfer or other Disposition of any Securitization Indebtednessmoney, cash or Cash Equivalents in a manner that is not prohibited by the terms (other than this Section 7.5) of this Agreement;
(f) the sale licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business, which may only be exclusive (x) in any and all respects, other than territory or (y) as to territory, but only as to discrete geographical areas outside of the Budget Truck Division for fair market value United States or as determined by the board of directors of the Borrowerto any licenses or sublicenses listed on Schedule 7.3(f);
(g) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Loan Party which acquires the property;
(h) Dispositions of property subject to a Casualty Event;
(i) leases or subleases of real property;
(j) the sale, transfer, disposition or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise, settlement or collection thereof;
(k) any abandonment, lapse, cancellation, non-renewal, discontinuance of use or maintenance or other Disposition of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is (i) not material to such Group Member’s business and (ii) not economically practicable or commercially reasonable to maintain;
(l) Restricted Payments permitted by Section 7.6, payments and other Dispositions permitted by Section 7.10, Investments permitted by Section 7.8 and Liens permitted by Section 7.3;
(m) Dispositions of other property having a fair market value not to exceed $1,000,000,000 5,000,000 in the aggregate for any fiscal year of the Borrower;
Group Members so long as such Disposition is made for fair market value, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are applied and/or reinvested as (hand to the extent) the Dispositions listed on Schedule 7.5(hrequired by Section 2.12(e);
(in) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property assets in the ordinary course of business, and any intercompany licenses and sublicenses business that the applicable Group Member determines in good faith is no longer used or useful in the business of Intellectual Propertysuch Group Member;
(ko) dispositions Dispositions of Investments in joint ventures to the extent required by, or use made pursuant to, customary buy/sell arrangements between any joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(p) (i) voluntary cancellations, terminations or surrender by any Group Member of cash any immaterial lease or license, (ii) the expiration of any option agreement in respect of real or personal property and Cash Equivalents (iii) the settlement of any litigation claims (to the extent such claims constitutes an asset), in each case, in the ordinary course of business;
(lq) Dispositions of Accounts to an SPV in connection with an SPV Account Financing permitted pursuant to Section 7.2(n) and pursuant to the definitive documentation governing such SPV Account Financing;
(r) (i) dispositions of Instacash Receivables pursuant to (and in accordance with) the abandonmentSP Forward Flow Documents, termination so long as (A) the proceeds of such dispositions are deposited into an account subject to a Control Agreement and (B) customer payments in respect of Instacash Receivables and related amounts collected by the Borrower (or other disposition a Subsidiary) pursuant to the Servicing Agreement are initially paid into the Instacash Servicer Account and are subject to (and applied in a manner consistent with) the terms of Intellectual Property or leasehold properties the SP Intercreditor Agreement, including sweeping Excluded Amounts (as defined in the ordinary course SP Master Receivables Purchase Agreement), and other amounts to which the Borrower or its Subsidiaries are entitled, to accounts subject to a Control Agreement on a daily basis, and (ii) dispositions of businessAccounts (other than as described in clause (i)) to a non-Affiliated third-party in cash for fair market value, so long as (A) the proceeds of such dispositions are deposited into an account subject to a Control Agreement substantially concurrently with the consummation of such disposition and (B) the disposition shall be without recourse to the Group Members and their Subsidiaries other than Standard Securitization Undertakings; and
(ms) dispositions, discounts the transfer of money or forgiveness of accounts receivable cash into the “Reserve Account” (as defined in connection with the collection Partner Bank Agreement) or compromise thereof;
the “Negative Balance Reserve Account” (nas defined in the Partner Bank Agreement) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by each case pursuant to the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long Partner Bank Agreement as at least 65% of in effect on the Capital Stock of such other Foreign Subsidiary Closing Date (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent amended pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause7.20).
Appears in 1 contract
Samples: Credit Agreement (Moneylion Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower or Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete obsolete, worn out, surplus or worn out uneconomical property in the ordinary course of business, and the abandonment or (ii) any property Disposition of Intellectual Property that is no longer used or useful in the conduct ordinary course of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of businessGroup Members;
(b) the Disposition sale of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower to the Borrower Borrower, Holdings or to any Wholly Owned Subsidiary; provided that any Guarantor, or the sale or issuance of any Subsidiary Guarantor’s the Capital Stock shall only be to of the Borrower or another Subsidiary to any Parent Guarantor;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing or sub-licensing of patents, trademarks, copyrights, and other Intellectual Property rights and the Budget Truck Division for fair market value as determined by leasing or subleasing of real property, in each case, in the board ordinary course of directors of the Borrowerbusiness;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 750,000 in the aggregate for any fiscal year of the Borrower;, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans to the extent required by Section 2.12(e); and
(h) the Dispositions listed 2017 Dividend to the extent permitted hereunder. provided, however, that any Disposition made pursuant to this Section 7.5 (other than Section 7.5(a)) shall be made in good faith on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in an arm’s length basis for fair value. To the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in extent the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted Lenders required under Section 7.710.1 waive the provisions of this Section 7.5 with respect to the sale of any Collateral, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long Collateral is sold as at least 65% of the Capital Stock of permitted by this Section 7.5, such other Foreign Subsidiary Collateral (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition unless sold to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (fGuarantor) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value sold free and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes clear of the foregoing provisoLiens created by the Security Documents, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of Administrative Agent shall take all actions it deems appropriate in order to effect the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)foregoing.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete obsolete, surplus or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock (other than Disqualified Stock) of any Subsidiary Holdings to the Borrower or any Wholly Owned Subsidiary; to another Subsidiary of Holdings (provided that any sale or issuance of any Subsidiary Guarantor’s such Person owned Capital Stock shall only be to of such Subsidiary as of the Borrower or another Subsidiary GuarantorClosing Date);
(e) Dispositions the Disposition of any Related Eligible Assets property (i) in connection with the AESOP Financing Program or the Centre Point Financing Programby any Loan Party to any other Loan Party, and (ii) by any Group Member (which is not a Loan Party) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Group Member;
(f) the sale Dispositions of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerproperty subject to a Casualty Event;
(g) the Disposition leases or subleases of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrowerreal property;
(h) the Dispositions listed on Schedule 7.5(h)sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(i) Dispositions any abandonment, cancellation, non-renewal or discontinuance of properties subject use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to condemnation, eminent domain or takingthe interests of the Lenders;
(ji) leasesthe non-exclusive licensing of patents, subleasestrademarks, licenses and sublicenses of real or personal propertycopyrights, and other Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties rights in the ordinary course of business; andand (ii) non-exclusive licenses of patents, trademarks, copyrights, and other Intellectual Property rights customary for companies of similar size and in the same industry as the Borrower which would not result in a legal transfer of title of such licensed Intellectual Property; provided that with respect to this clause (ii), such licenses may be exclusive solely with respect to the use of such Intellectual Property in discrete geographical areas outside of the United States where the Borrower or any Subsidiary of Holdings do not operate;
(k) Dispositions of cash and Cash Equivalents not prohibited by this Agreement;
(l) to the extent constituting Dispositions, Liens permitted under Section 7.3;
(m) dispositionsto the extent constituting Dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereofRestricted Payments permitted under Section 7.6;
(n) Dispositions of non-core assets acquired in connection with an Investment to the extent constituting Dispositions, Investments permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by of real property in the Borrower or any ordinary course of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;business and consistent with past practice; and
(p) Dispositions of minority interests other property having a book value not to exceed $2,500,000 in joint ventures; and
(q) the aggregate for any Disposition Fiscal Year of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. Borrower, provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in at the case time of any such Disposition (Disposition, no Event of Default shall have occurred and be continuing or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries would result from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, or issue or sell any shares of such Subsidiary’s its Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business; the Disposition of cash and Cash Equivalents for fair value; the license of intellectual property in the ordinary course of business; and leases and subleases with respect to excess capacity and not materially interfering with the ordinary conduct of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) Dispositions of assets of TWTC or any Subsidiary to any other Subsidiary having a fair market value not to exceed $5,000,000 in the aggregate for any fiscal year of TWTC;
(e) the sale or issuance of TWTC’s common stock or preferred stock (including in each case convertible stock subject to the specific restriction on convertible stock below) to any Person, provided that (i) the Net Cash Proceeds thereof shall be (x) used to redeem or repurchase Indebtedness to the extent permitted under Section 7.9 or (y) contributed to the Borrower as either equity or debt to the extent TWTC has cash and Cash Equivalents in excess of $25,000,000 in the aggregate (provided that to the extent contributed as debt, such debt shall be evidenced by an Intercompany Subordinated Note), (ii) if such issuance relates to convertible stock, the Net Cash Proceeds thereof shall be used only to redeem or repurchase Indebtedness of TWTC to the extent permitted under Section 7.9 and (iii) if such preferred stock constitutes Cash Pay Preferred Stock, it shall be issued in compliance with Section 7.2;
(f) the sale or issuance of any Subsidiary’s Capital Stock to TWTC, the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(eg) Dispositions of any Related Eligible Assets Exchange by TWTC and its Subsidiaries, provided that (i) in connection with on the AESOP Financing Program date of such Exchange, no Default or the Centre Point Financing ProgramEvent of Default shall have occurred and be continuing or would result therefrom, (ii) to any Securitization Entity or the assets received in connection with such Exchange shall be received by a Wholly Owned Subsidiary Guarantor and (iii) in the event that any cash consideration is paid or received by TWTC or any of its Subsidiaries in connection with such Exchange, then (a) the incurrence payment of any Securitization Indebtedness;such cash is permitted by Section 7.7 or Section 7.8(h), as applicable and in accordance with GAAP, and (b) the Disposition related to the receipt of any such cash is permitted by Section 7.5(h); and
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(gh) the Disposition of other property having a fair market value not to exceed (as to TWTC and all Subsidiaries) $1,000,000,000 50,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)TWTC.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of businessbusiness and consistent with past practice;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary; provided other Loan Party, or (ii) for fair market value in connection with any transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money, cash or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale licensing of Patents, Trademarks, Copyrights and other Intellectual Property rights in the ordinary course of business and that does not materially interfere with the ordinary course of business of the Budget Truck Division for fair market value as determined by the board of directors of the BorrowerLoan Parties;
(g) the Disposition of property (i) by any Loan Party to any other Loan Party, and (ii) by any Subsidiary that is not a Loan Party to any other Group Member;
(h) Dispositions of property subject to a Casualty Event in good faith on an arm’s length basis;
(i) leases or subleases of real property or equipment on an arm’s length basis for fair market value;
(j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof, other than pursuant to clause (m) below;
(k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(l) Dispositions made on an arm’s length basis for fair market value of other property having a an aggregate fair market value not to exceed (i) $1,000,000,000 25,000,000 in the aggregate for in any fiscal year of the BorrowerBorrower or (ii) $50,000,000 in the aggregate during the term of the Facilities; provided that, at the time of any such Disposition made in reliance on this clause (l), no Event of Default shall have occurred and be continuing or would result from any such Disposition;
(h) the Dispositions listed on Schedule 7.5(h);
(im) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property Accounts in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions not to exceed $5,000,000 on an annual basis, pursuant to supply chain finance or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereofreceivables finance arrangements;
(n) Dispositions of non-core assets acquired in connection with an Investment payments permitted under Section 7.6, Investments permitted under Section 7.7, including a Specified Transactionand Liens permitted under Section 7.3;
(o) Dispositions by of equipment or real property on an arm’s length basis to the Borrower extent that (i) such property is exchanged for credit against the purchase price of property used or any of its Subsidiaries useful in the business of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of Group Member or (ii) the Capital Stock proceeds of such other Foreign Subsidiary (or any parent company Disposition are reasonably promptly applied to the purchase price of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9property;
(p) Dispositions any Foreign Subsidiary of minority interests the Borrower may sell or Dispose of Equity Interests in joint venturessuch Subsidiary to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries;
(q) each Group Member may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business and to the extent such surrender or waiver could not reasonably be expected to result in a Material Adverse Effect;
(r) to the extent constituting a Disposition, the issuance by the Borrower of its Equity Interests, so long as no Change of Control would result;
(s) Opengear USA’s disposition of its Equity Interests in Opengear Australia in connection with the Australian Tax Restructuring; and
(qt) Dispositions made on or after the Closing Date by any Disposition of Loan Party to any Subsidiary (including any Foreign Subsidiary and Subsidiary) that is not a Loan Party; provided that no Disposition made at any holding company formed time in connection with reliance on this clause (t) shall cause the Avis Europe Acquisition Foreign Investment Limit in effect at such time to be exceeded. Notwithstanding the foregoing or any provision to the Borrower or contrary in any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of Loan Document, no Disposition made at any time in reliance on this Section 7.5 shall be made for fair value and cause the Foreign Investment Limit in the case of any effect at such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed time to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)exceeded.
Appears in 1 contract
Disposition of Property. Each of the Borrower and Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, Dispose of any of its propertyproperty (including any Capital Stock of the Borrower or any of its Subsidiaries), whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings or the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock (including pursuant to any merger, consolidation, recapitalization or other transaction) to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business, including, without limitation, sales to Subsidiaries;
(c) Dispositions permitted by clause (i) of Section 7.4(b6.4(ii), Investments permitted under Section 7.7 (other than Section 7.7 iii), or (miv)) and Restricted Payments permitted under Section 7.6;
(d) the sale sale, transfer or issuance of any Subsidiary’s Capital Stock of any Subsidiary of the Borrower to the Borrower or any Wholly Owned Subsidiary; provided that any sale Subsidiary Guarantor as permitted by Section 6.4(i), (ii) or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor(iii);
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property (other than Capital Stock of the Borrower or any Included Subsidiary) having a fair market value Fair Market Value not to exceed $1,000,000,000 20,000,000 in the aggregate for all such Dispositions in any fiscal year of Fiscal Year; provided further that, Dispositions related to the Borrower;
’s plan known as “Project Arrow” and related restructuring, shall be permitted notwithstanding the foregoing provisions of this clause (h) the Dispositions listed on Schedule 7.5(he);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(mf) dispositions, discounts the issue or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions sale by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability capital contribution with respect thereof) to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Holdings.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business and Dispositions of Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.66.4;
(d) Dispositions of Receivables pursuant to Factoring Arrangements, so long as, on the last day of each calendar month, the aggregate amount of Receivables that have been Disposed of pursuant thereto and that are then outstanding shall not exceed the Factoring Basket then in effect;
(e) Dispositions pursuant to sale and leaseback transactions permitted pursuant to Section 6.11;
(f) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any Subsidiary Guarantor or the sale or issuance of any Subsidiary GuarantorExcluded Subsidiary’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrowerother Excluded Subsidiary;
(g) (i) any Permitted Asset Sales; provided that the Net Cash Proceeds thereof are applied to prepay the Loans, to the extent required by Section 2.5 and (ii) any Disposition of other property having a fair market value that does not constitute an “Asset Sale” pursuant to exceed $1,000,000,000 in the aggregate for any fiscal year clause (ii) of the Borrowerdefinition thereof;
(h) Dispositions in connection with the Dispositions listed on Schedule 7.5(h)U.K. Dissolution or the Company Voluntary Arrangements;
(i) Dispositions of properties subject to condemnation, eminent domain or takingconstituting Investments permitted by Sections 6.8(j);
(j) leasesDispositions consisting of (i) operating leases to Loan Parties, subleases, licenses (ii) operating leases to Joint Ventures of assets at a fair market value in an aggregate amount not to exceed at any date the Joint Venture Basket then in effect and sublicenses (iii) operating leases to Excluded Subsidiaries of real or personal property, and assets at a fair market value in an aggregate amount not to exceed at any date the Intercompany Basket then in effect;
(k) intercompany Dispositions necessary in order to effect the Tax Restructuring;
(l) the non-exclusive licensing of Intellectual Property in the ordinary course of business, business and any intercompany licenses in a manner consistent with past practices of the Borrower and sublicenses its Subsidiaries and the exclusive licensing of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents Property in the ordinary course of businessbusiness in a manner consistent with past practices of the Borrower and its Subsidiaries so long as such license is exclusive only as to geographic area or use;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness transfers of accounts receivable in connection with and related rights by F-M Canada to the collection or compromise thereofBorrower;
(n) Dispositions involuntary dispositions consisting of non-core assets acquired property or casualty events or condemnation proceedings, in connection with an Investment permitted under Section 7.7, including each case resulting in a Specified TransactionRecovery Event;
(o) Dispositions by of in-plant maintenance, repair and operating and perishable tooling operations to third parties in connection with the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock outsourcing of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9operations;
(p) Dispositions of minority interests in joint venturesthe Wxxxxx Lighting Divestiture; and
(q) any Disposition Dispositions of any Foreign Subsidiary Receivables and any holding company formed in connection with the Avis Europe Acquisition Related Security pursuant to the Borrower or any of its Subsidiaries. provided Securitization Transactions that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds are non-recourse to any Loan Party in excess of $25,000,000, Group Member (except for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseStandard Securitization Undertakings).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or obsolete, surplus, uneconomical, worn out or damaged property or (ii) any in the ordinary course of business and Dispositions in the ordinary course of business of property that is or, in the reasonable business judgment of a Loan Party, no longer used or useful in the conduct of the business of the Borrower and the other Restricted Subsidiaries (including allowing any registrations or its Subsidiaries, in each case in the ordinary course any applications for registration of businessany immaterial Intellectual Property to lapse or go abandoned);
(b) the Disposition of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.68.03;
(d) the sale or issuance of any Subsidiary’s common Capital Stock of any Restricted Subsidiary of the Borrower to the Borrower or any other Restricted Subsidiary of the Borrower (provided that in the case of such issuance of common Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary; provided that any , Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of any Subsidiary Guarantorthe Borrower’s common Capital Stock shall only be to the Borrower or another Subsidiary GuarantorHoldings;
(e) Dispositions the use, sale, exchange or other disposition of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale exclusive or non-exclusive licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by the board ordinary course of directors of the Borrowerbusiness (including non-royalty based licenses and perpetual licenses);
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the BorrowerDispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationlicenses, eminent domain or taking;
(j) sublicenses, space leases, subleases, licenses and sublicenses of leases or subleases with respect to any real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions property or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties assets granted to third Persons in the ordinary course of business; andprovided that either (i) the same do not in any material respect interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or materially detract from the use or value of the relative assets of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) such transaction is at arm’s length;
(i) Dispositions to, between or among the Borrower and any Subsidiary Guarantors and Dispositions by Holdings to the Borrower or any Subsidiary Guarantor;
(j) Dispositions (x) between or among any Restricted Subsidiary that is not a Subsidiary Guarantor and any other Restricted Subsidiary or joint venture that is not a Subsidiary Guarantor, (y) by a Restricted Subsidiary that is not a Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor, or (z) by any Loan Party to a Subsidiary and/or joint venture that is not a Loan Party so long as, in the case of the foregoing clause (z), no Event of Default shall have occurred and be continuing or otherwise result therefrom;
(k) the compromise, settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection (i) in the ordinary course of business or (ii) acquired in connection with a Permitted Acquisition consistent with prudent business practice;
(l) Dispositions constituting (i) Investments permitted under Section 8.06 (including Section 8.06(d)), (ii) Restricted Payments permitted under Section 8.05, and (iii) Liens permitted under Section 8.02;
(m) dispositions(i) Dispositions resulting from any casualty or other insured damage to, discounts or forgiveness any taking under power of accounts receivable in connection with the collection eminent domain or compromise thereofby condemnation or similar proceeding of, any property or asset or (ii) a Disposition consisting of or subsequent to a total loss or constructive total loss of property;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transactionproperty to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(o) Dispositions by the Borrower or any of its Subsidiaries unwinding of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9Swap Agreement;
(p) Dispositions of minority interests Investments in joint ventures; andventures to the extent required by, or pursuant to, customary buy/sell arrangements between the applicable joint venture party as set forth in the joint venture arrangements or similar binding agreements among such joint venture party;
(q) any Disposition Dispositions of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. other property; provided that all Dispositions permitted under paragraphs (fA) no Event of Default shall have occurred and be continuing or would otherwise result therefrom, (g)(iB) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related DispositionsDispositions pursuant to this clause (q) that yields gross proceeds shall not constitute a Disposition of (i) all or substantially all of the assets of Holdings and its Restricted Subsidiaries or (ii) any portion of the ABL Priority Collateral, (C) the Net Cash Proceeds of such Disposition shall be applied in accordance with Section 4.02(c), (D) with respect to any Loan Party single Disposition or a series of related Dispositions for an aggregate consideration in excess of $25,000,0005,000,000, for at least not less than 75% cash of the consideration (excluding, payable to the Borrower and its Restricted Subsidiaries in connection with such Disposition is in the case form of an Asset Sale (cash or series of related Asset Sales)Cash Equivalents; provided that, any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing provisothis subclause (D), the following shall be deemed to be cash considerationcash: (1x) Cash Equivalents, any liabilities that are not Indebtedness (2as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) the assumption of Indebtedness of the Borrower (or such Restricted Subsidiary, other than Disqualified Stock liabilities that are by their terms subordinated to the payment in cash of the Borrower) or any Subsidiary Obligations under the Loan Documents, that are assumed by the transferee with respect to the applicable Disposition and the release of for which Holdings, the Borrower and its the Restricted Subsidiaries from shall have been validly released by all liability with respect to payment of such Indebtednessapplicable creditors in writing, (3y) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any such Restricted Subsidiary from the such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days); provided, further, that if days following the Group Member’s action or event meets the criteria of more than one consummation of the types applicable Disposition; and (z) any Designated Non-Cash Consideration in respect of Dispositions described such Disposition having an aggregate fair market value, taken together with the Designated Non-Cash Consideration in respect of all other Dispositions, not in excess of $25,000,000 (with the clauses abovefair market value of each item of Designated Non-Cash Consideration being measured as of the time received), (E) the consideration payable to the Borrower and its Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in its sole discretion may classify good faith) and (F) concurrently with the consummation of such Disposition, an Authorized Officer of the Borrower shall deliver to the Administrative Agent a certificate executed by such Authorized Officer certifying as to the accuracy of the foregoing conditions;
(r) any exchange of property of the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and reclassifyin compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such action property is useful to the business of the Borrower or event such Restricted Subsidiary, (b) the Borrower or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the Borrower in one good faith) and (c) such property will be received by the Borrower or more clauses such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged;
(s) the Disposition of the assets or Capital Stock of any Unrestricted Subsidiary;
(t) sales or dispositions constituting Non-Core Asset Sales of assets acquired in connection with an Investment permitted hereunder (including any acquisition consummated prior to the Closing Date);
(u) as long as no Event of Default then exists or would immediately arise therefrom, (i) Dispositions of non-core Real Property that is (A) with respect to Real Property owned as of the Closing Date, not currently used in part the operations of the business or (B) with respect to Real Property acquired in connection with a Permitted Acquisition, the continued ownership of which the Borrower has determined in its good faith business judgment would not be commercially reasonable to retain, including leasing or subleasing transactions, Sale Leaseback Transactions, Synthetic Lease Obligation transactions and other similar transactions involving any such Real Property pursuant to leases on market terms, and, (ii) in any event, Dispositions constituting Sale Leaseback Transactions not otherwise prohibited hereunder;
(v) cancellations or Dispositions of any Indebtedness owed (i) to a Loan Party by another Loan Party, (ii) to any other Subsidiary and/or joint venture that is not a Loan Party by any other Restricted Subsidiary and/or joint venture that is not a Loan Party or (iii) to a Subsidiary that is not a Loan Party by a Loan Party; provided that after giving effect to such Disposition, such Indebtedness would otherwise be permitted under one Section 8.01;
(w) Disposition of property with respect to an insurance claim from damage to such clause property where the insurance company provides a Loan Party or its Restricted Subsidiary the value of such property (minus any deductibles and fees) in part under another cash or with replacement property in exchange for such clauseproperty;
(x) Dispositions of property no longer used in the business of the Loan Parties (as determined in the good faith business judgment of such Loan Party) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds (to the extent needed to do so) of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(y) any grant of an option to purchase, lease or acquire property, so long as the Disposition resulting from the exercise of such option would otherwise be permitted hereunder;
(z) Dispositions of Intellectual Property that is not required to be preserved or renewed pursuant to Section 7.05(a)(ii);
(aa) Dispositions in connection with the settlement of claims or disputes and the settlement, release or surrender of tort or other litigation claims; and
(bb) other Dispositions in an amount not to exceed the greater of $28,750,000 and 25% of Consolidated EBITDA on a Pro Form Basis for the most recently completed Measurement Period.
Appears in 1 contract
Samples: First Lien Credit and Guarantee Agreement (Janus International Group, Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(bSections 7.4(b)(i)(A), Investments permitted under Section 7.7 (other than Section 7.7 (m7.4(b)(ii)(A)) and Restricted Payments permitted under , Section 7.6, and Section 7.8;
(d) the sale or issuance of any Subsidiary’s the Capital Stock to the Borrower or of Holdings in connection with any Wholly Owned Subsidiary; provided transaction that any sale or issuance does not result in a Change of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorControl;
(e) Dispositions the use or transfer of any Related Eligible Assets money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(i) the non-exclusive licensing of Intellectual Property in connection with the AESOP Financing Program or the Centre Point Financing Programordinary course of business, and (ii) exclusive licensing of Intellectual Property so long as the revenue attributable to any Securitization Entity the products (whether or (iiinot manufactured, sold or distributed by a Group Member) incorporating such Intellectual Property do not in connection with the incurrence aggregate exceed 7.5% of any Securitization Indebtedness;
(f) the sale total revenue of the Budget Truck Division for fair market value as determined by the board of directors of the BorrowerGroup Members in any year;
(g) Dispositions of property subject to a Casualty Event;
(h) leases or subleases of real property;
(i) the Disposition sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than factoring or early pay discount arrangements);
(j) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;
(k) Dispositions of Accounts in connection with factoring arrangements consistent with past practice and not for liability management purposes, early pay discount arrangements or similar arrangements existing on the Closing Date (or otherwise with the consent of the Administrative Agent or permitted pursuant to Section 7.2(m));
(l) Dispositions of property by any Loan Party to any other Loan Party;
(m) Dispositions of other property having a fair market value not to exceed the greater of (x) $1,000,000,000 5,000,000 and (y) 5.0% of Consolidated Adjusted EBITDA for the most recently ended Reference Period, in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereofHoldings;
(n) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(o) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by Permitted Acquisition that the Borrower determines (in good faith) will not be used or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% useful in the business of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9Borrower and its Subsidiaries;
(p) Dispositions of minority interests [reserved];
(q) to the extent constituting Dispositions, transactions described in joint venturesSection 7.8(p); and
(qr) other Dispositions, in an aggregate amount not to exceed $10,000,000 for any Disposition of any Foreign Subsidiary and any holding company formed fiscal year; provided that:
(i) the consideration received for such assets is in connection with the Avis Europe Acquisition an amount at least equal to the fair market value thereof (determined in good faith by the Borrower),
(ii) no less than 75% of which will paid in cash or Cash Equivalents;
(iii) the Borrower and the Subsidiaries may not sell all or substantially all of their assets, taken as a whole, to any Person in reliance on this clause (r); and
(iv) the Net Cash Proceeds thereof are applied as required by Section 2.12(c); provided, that notwithstanding anything to the contrary herein, (i) no Loan Party shall make a Disposition or other transfer of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and Intellectual Property, in any case to a Non-Loan Party, that, individually or in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds aggregate, is material to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release business of the Borrower and its Subsidiaries from all liability with respect to payment (ii) no Israeli Subsidiary shall make a Disposition or other transfer of such Indebtedness, Intellectual Property (3A) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect development of such Indebtedness and Intellectual Property was funded by an IIA Grant or is otherwise subject to the IIA’s authority or (4B) securities received by to the Borrower or any Subsidiary from extent the transferee that are converted by disposition thereof would be subject to the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one consent of the types IIA or would require the making of Dispositions described any additional payments to the IIA (in excess of the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseordinary program royalty payments).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or Company and its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory or cash or Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b)7.4, Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under by Section 7.67.6 and Investments permitted by Section 7.7;
(d) the sale Disposition or issuance of any Subsidiary’s Capital Stock to the Borrower Company or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions the licensing and cross-licensing arrangements of any Related Eligible Assets (i) in connection with the AESOP Financing Program technology or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other intellectual property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(lf) the abandonmentDisposition of any property or assets, termination or the issuance of any Subsidiaries’ Capital Stock, (i) to any Domestic Loan Party and (ii) by any Restricted Subsidiary that is not a Guarantor to any other disposition Restricted Subsidiary that is not a Guarantor;
(g) transfers of Intellectual Property or leasehold properties property as a result of any Recovery Event;
(h) leases, occupancy agreements and subleases of property in the ordinary course of business;
(i) the Disposition of receivables and customary related assets (i) in connection with a Receivables Financing Transaction, (ii) pursuant to factoring programs on customary market terms for such transactions and with respect to receivables of, and generated by, Foreign Subsidiaries or (iii) in connection with the compromise, write-down or collection thereof;
(j) the exchange or transfer within China of Chinese Acceptance Notes by Chinese Subsidiaries of the Company;
(k) the Disposition of other property (other than receivables and customary related assets) having a net book value not to exceed 15% of Consolidated Assets in the aggregate during any fiscal year of the Company; andprovided that if the Net Cash Proceeds thereof are reinvested in assets useful in the business of the Company and its Restricted Subsidiaries or used to prepay the Loans in accordance with Section 2.8 within 360 days of receipt thereof, such Disposition shall be disregarded for purposes of calculating the aggregate net book value of assets Disposed of pursuant to this Section 7.5(k) from and after the date of such reinvestment or prepayment;
(l) the Disposition of Investments in IAC;
(m) dispositions, discounts Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or forgiveness (ii) an amount equal to the net proceeds of accounts receivable in connection with such Disposition is promptly applied to the collection or compromise thereofpurchase price of such replacement property;
(n) Dispositions of any assets acquired pursuant to a Permitted Acquisition and designated as “non-core assets” by notice from the Company to the Administrative Agent within 360 days after the consummation thereof so long as such assets do not constitute more than 25% of the assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transactionany such Permitted Acquisition;
(o) Dispositions by the Borrower Company or any Restricted Subsidiary of its Subsidiaries property pursuant to sale-leaseback transactions; provided that (i) the fair market value of any Foreign Subsidiary to any other Foreign Subsidiary all property so long as at least 65% Disposed of shall not exceed $50,000,000 from and after the Capital Stock of Closing Date and (ii) the purchase price for such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged property shall be paid to the Administrative Agent pursuant to Section 6.9Company or such Restricted Subsidiary, as applicable, for not less than 75% cash consideration;
(p) Dispositions of minority interests Investments in joint venturesventures and their Subsidiaries to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and
(q) any Disposition Dispositions of Unrestricted Subsidiaries, including, without limitation, Dispositions of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief fromIndebtedness of, or by any other Person assuming responsibility forInvestments in, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Unrestricted Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Lear Corp)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, or issue or sell any shares of such Subsidiary’s its Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business; the Disposition of cash and Cash Equivalents for fair value; the license of intellectual property in the ordinary course of business; and leases and subleases with respect to excess capacity and not materially interfering with the ordinary conduct of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) Dispositions of assets of TWTC or any Subsidiary to any other Subsidiary having a fair market value not to exceed $25,000,000 in the aggregate for any fiscal year of TWTC;
(e) the sale or issuance of TWTC’s common stock or preferred stock (including in each case convertible stock subject to the specific restriction on convertible stock below) to any Person, provided that (i) the Net Cash Proceeds thereof shall be (x) used to redeem or repurchase Indebtedness to the extent permitted under Section 7.9 or (y) contributed to the Borrower as either equity or debt to the extent TWTC has cash and Cash Equivalents in excess of $25,000,000 in the aggregate (provided that to the extent contributed as debt, such debt shall be evidenced by an Intercompany Subordinated Note, if otherwise required to be so evidenced pursuant to Section 7.2(l)), (ii) if such issuance relates to convertible stock, the Net Cash Proceeds thereof shall be used only to redeem or repurchase Indebtedness of TWTC to the extent permitted under Section 7.9 and (iii) if such preferred stock constitutes Cash Pay Preferred Stock, it shall be issued in compliance with Section 7.2;
(f) the sale or issuance of any Subsidiary’s Capital Stock to TWTC, the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(eg) Dispositions of any Related Eligible Assets Exchange by TWTC and its Subsidiaries, provided that (i) in connection with on the AESOP Financing Program date of such Exchange, no Revolving Default or the Centre Point Financing ProgramRevolving Event of Default shall have occurred and be continuing or would result therefrom, (ii) to any Securitization Entity or the assets received in connection with such Exchange shall be received by a Wholly Owned Subsidiary Guarantor and (iii) in the event that any cash consideration is paid or received by TWTC or any of its Subsidiaries in connection with such Exchange, then (a) the incurrence payment of any Securitization Indebtednesssuch cash is permitted by Section 7.7 or Section 7.8(i), as applicable and in accordance with GAAP, and (b) the Disposition related to the receipt of any such cash is permitted by Section 7.5(h);
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(gh) the Disposition of other property having a fair market value not to exceed (as to TWTC and all Subsidiaries) $1,000,000,000 50,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);TWTC; and
(i) Dispositions the sale or issuance of properties subject to condemnationTWTC’s common stock (i) as consideration for (A) the Xspedius Acquisition, eminent domain or taking;
(jB) leases, subleases, licenses and sublicenses of real or personal propertyPermitted Acquisitions, and Intellectual Property in the ordinary course of business, and (C) any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f7.8(i) and (g)(iii) and (g)(ii) of this Section 7.5 shall be made for fair value and in pursuant to the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes terms of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Convertible Notes.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Tw Telecom Inc.)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Borrower, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person other than an existing holder or holders of such Person’s Capital Stock, except:except (the following being “Permitted Dispositions”):
(a) the Disposition sales, abandonment, or other dispositions of (i) obsolete or worn out property or (ii) any property that is surplus, worn, damaged, or obsolete or no longer used or useful in the ordinary course of business so long as the aggregate fair market value of all such property does not exceed $6,000,000 in any Fiscal Year and leases or subleases of Real Property not useful in the conduct of the business of Holdings and its Restricted Subsidiaries; provided that if the Borrower Total Net Leverage Ratio is less than 1.0 to 1.0, sales, abandonment, or its Subsidiaries, in each case in the ordinary course of business;other dispositions under this clause (a) shall be permitted without regard to such $6,000,000 per Fiscal Year cap,
(b) the Disposition sales of inventory Inventory to buyers in the ordinary course of business;
(c) Dispositions permitted the use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by clause (i) any other terms of Section 7.4(b), Investments permitted under Section 7.7 (this Agreement or the other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6Loan Documents;
(d) the sale or issuance licensing, on a non-exclusive basis, of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Programpatents, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationtrademarks, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal propertycopyrights, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents other intellectual property rights in the ordinary course of business;
(le) the abandonmentgranting of Permitted Liens;
(f) the Disposition, termination sale or other disposition discount, in each case without recourse, of Intellectual Property or leasehold properties accounts receivable arising in the ordinary course of business; and, but only in connection with the compromise or collection thereof;
(g) any involuntary loss, damage or destruction of property;
(h) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property;
(i) the leasing or subleasing or licensing of assets of Borrower or its Restricted Subsidiaries in the ordinary course of business;
(j) the sale or issuance of Capital Stock of Borrower;
(i) the lapse of registered patents, trademarks, copyrights and other intellectual property of Borrower or any of its Restricted Subsidiaries to the extent not economically desirable in the conduct of its business or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Agents or the Lenders;
(l) the making of Restricted Payments that are expressly permitted to be made pursuant to this Agreement;
(m) dispositions, discounts or forgiveness the making of accounts receivable in connection with the collection or compromise thereofPermitted Investments;
(n) so long as no Event of Default has occurred and is continuing or would immediately result therefrom, Dispositions of nonassets or Capital Stock (i) from Borrower to a Guarantor, (ii) from a Guarantor to another Guarantor or to Borrower, and (iii) from any Non-core assets acquired Guarantor Restricted Subsidiary to a Loan Party or any other Non-Guarantor Restricted Subsidiary so long as such transaction complies with the requirements set forth in connection with an Investment permitted under Section 7.7, including a Specified Transaction8.08;
(o) Dispositions of assets acquired by a Loan Party pursuant to a Permitted Acquisition consummated within 12 months of the Borrower or any date of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary the subject Permitted Acquisition so long as (i) the consideration received for the assets to be so disposed is at least 65% of equal to the Capital Stock fair market value of such other Foreign Subsidiary assets, (ii) the assets to be so disposed are not necessary or any parent company economically desirable in connection with the business of such other Foreign SubsidiaryBorrower in the reasonable discretion of Borrower, and (iii) is pledged the assets to be so disposed are readily identifiable as assets acquired pursuant to the Administrative Agent pursuant to Section 6.9subject Permitted Acquisition;
(p) [reserved];
(q) transactions permitted by Section 8.03;
(r) Dispositions of minority interests in joint venturesmade to consummate the Transactions;
(s) [reserved]; and
(qt) any Disposition Dispositions of any Foreign Subsidiary and any holding company formed assets not otherwise permitted in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs clauses (fa) and through (g)(is) and (g)(ii) of this Section 7.5 shall be above so long as made for at fair market value and in the case aggregate fair market value of any such Disposition (or series all assets disposed of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including the proposed disposition) would not exceed $6,000,000 in part under one such clause and in part under another such clause)any Fiscal Year.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or obsolete, worn out or surplus property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.67.4;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value Fair Market Value not to exceed (i) $1,000,000,000 20,000,000 in the aggregate for any fiscal year of the Borrower, plus (ii) the amount, if any, which is equal to (x) $20,000,000 less (y) the aggregate Fair Market Value of all property Disposed of pursuant to this Section 7.5(e) in the immediately preceding fiscal year of the Borrower only;
(f) Dispositions permitted by Sections 7.6 and 7.10;
(g) Dispositions of Cash Equivalents;
(h) the Dispositions listed on Schedule 7.5(h);made pursuant to an Investment permitted under Section 7.7; and
(i) Dispositions of properties subject to condemnation, eminent domain or takingassets between the Borrower and any Subsidiary Guarantor;
(j) leases, subleases, licenses and sublicenses Dispositions of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual PropertyScreenvision Units;
(k) dispositions Dispositions of Investments in joint ventures to the extent required by, or use of cash and Cash Equivalents made pursuant to, customary buy/sell arrangements between, the joint venture parties set forth in the ordinary course of businessjoint venture arrangements;
(l) Dispositions of a theater acquired after the abandonmentdate of this Agreement (whether through merger, termination consolidation, asset purchase or other disposition otherwise) in one or a series of Intellectual Property or leasehold properties related transactions; provided that the conditions set forth in clause (xvi) of the ordinary course definition of business“Asset Sales” are satisfied; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with that, at the Avis Europe Acquisition time made, is permitted to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted be made under paragraphs clauses (f1) and (g)(i2) of Section 4.10(a) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes 5.01 of the foregoing proviso, Senior Secured Notes Indenture as in effect on the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)date hereof.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorBorrowerGuarantor;
(e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(gi) the Disposition of other property having a fair market value not to exceed $1,000,000,000 200,000,000 in the aggregate for any fiscal year of the Borrower, (ii) any Disposition of fleet vehicles of Dollar Target and its Subsidiaries, and (iii) other divestitures required by a Governmental Authority in connection with, resulting from or related to the DTA Acquisition upon consummation of the DTA Acquisition Step 1;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal propertyproperty , and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Permitted AcquisitionSpecified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;; and
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Disposition of Property. Dispose of any of its propertyProperty, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete damaged, obsolete, worn-out or worn out surplus property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions expressly permitted by Section 7.4(a), by clause (i) of Section 7.4(b) or Section 7.4(e), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of (i) any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor, (ii) the Borrower’s Capital Stock shall only be to the Borrower or another Subsidiary GuarantorHoldings and (iii) of Holdings’ Capital Stock;
(e) Dispositions the Disposition of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization IndebtednessCash Equivalents;
(f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the BorrowerDispositions constituting (i) Investments otherwise expressly permitted pursuant to Section 7.7, and (ii) Restricted Payments expressly permitted pursuant to Section 7.6;
(g) the discount or write-off of accounts receivable overdue by more than 120 days or the sale of any such account receivables for the purpose of collection to any collection agency, in each case in the ordinary course of business;
(h) the Disposition of the Capital Stock of Compstar Holdco so long as the net cash proceeds thereof are applied to the prepayment of the Term Loans;
(i) the Disposition of other property Properties not subject to a Mortgage Instrument having a fair market value not to exceed $1,000,000,000 250,000 in the aggregate for any fiscal year of the Borrower;
Holdings (h) the Dispositions listed on Schedule 7.5(hexclusive of any Reinvestment Deferred Amounts arising in such fiscal year);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;; and
(j) leasesthe Disposition of Capital Stock in, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination Indebtedness or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositionssecurities of, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Unrestricted Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Company, issue or sell any shares of such Subsidiary’s 's Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition of inventory (including oil and gas sold as produced and seismic data) which is sold in the ordinary course of businessbusiness on ordinary trade terms;
(c) Dispositions permitted by clause (i) interests in oil and gas properties, or portions thereof, to which no proved reserves of Section 7.4(b)oil, Investments permitted under Section 7.7 (gas or other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6liquid or gaseous hydrocarbons are properly attributed;
(d) the sale Dispositions permitted by SECTION 7.4(B) or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor7.4(D);
(e) Dispositions Receivables and Related Security assigned from time to time to a Securitization Subsidiary or one or more investors or other purchasers (other than the Company, Borrower or a Subsidiary); PROVIDED that no assignment or other disposition of Receivables or Related Securities may be made after an Event of Default specified in SECTION 8(F) or after Borrower has received written notice from a Co-Administrative Agent that no such assignments shall be made as a result of the occurrence and during the continuance of any Related Eligible Assets other Event of Default; and
(f) other property that is sold for fair consideration to a Person who is not an Affiliate; PROVIDED that (i) at all times while availability under this Agreement is then being governed by a Borrowing Base as provided in connection with SECTION 2.14(A), the AESOP Financing Program maximum amount of Proved properties sold in the period between any two regular annual Determination Dates on which the Borrowing Base is designated (or the Centre Point Financing Programperiod between the last regular annual Determination Date on which the Borrowing Base is designated in the Revolving Commitment Period and the Revolving Termination Date) shall not exceed 5% of the Proved properties of the Company and its Subsidiaries as of the December 31 Evaluation Date with respect of the first such Determination Date and based upon the value set forth in the Engineering Report with respect to the first such Determination Date, (ii) to any Securitization Entity at the time of such sale and after giving effect thereto on a pro forma basis no Default or Event of Default shall exist or would result and (iii) at all times prior to the Collateral Release Date, the maximum amount of Collateral sold in connection with the incurrence period between any two regular semi-annual Determination Dates on which the Collateral Value is designated (or the period between the last regular semi-annual Determination Date on which the Collateral Value is designated in the Revolving Commitment Period and the Revolving Termination Date) shall not exceed the sum of any Securitization Indebtedness;
(fA) the sale amount, if any, by which the Collateral Value most recently designated exceeded 150% of the Budget Truck Division for fair market value as determined by the board of directors greater of the Borrower;
Total Revolving Commitments and, if applicable, the Borrowing Base plus (gB) $20,000,000; PROVIDED that to the Disposition of other property having a fair market value not to exceed $1,000,000,000 in extent the aggregate for any fiscal year Net Cash Proceeds of all such Dispositions after the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
date of this Agreement exceeds $15,000,000 (i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% no Default or Event of Default shall have occurred and be continuing, within six months following the Capital Stock receipt of such other Foreign Subsidiary (or any parent company proceeds by the Group Member the amount of such other Foreign Subsidiary) is pledged excess shall be either applied to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition permanently repay outstanding Indebtedness of any Foreign Subsidiary Group Member or to pay the purchase price of proved oil and any holding company formed in connection with the Avis Europe Acquisition gas properties acquired by a Group Member or to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability pay development costs with respect to payment proved oil and gas properties then owned by a Group Member, or (ii) if a Default or Event of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result Default shall have occurred and be continuing at the time of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect amount of such Indebtedness and excess (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses aboveexcess, the Borrower "EXCESS AMOUNT") shall be applied in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauseaccordance with SECTION 3.2(C).
Appears in 1 contract
Disposition of Property. Dispose The Company will not, and will not permit any Restricted Subsidiary, to dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause clauses (ii)(A) and (ii) of Section 7.4(b10.6(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower Company or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions sales of any Related Eligible Securitization Assets in Securitizations, provided that (i) in connection with each such Securitization is effected on market terms as reasonably determined by the AESOP Financing Program or management of the Centre Point Financing Program, Company and (ii) to the aggregate amount of Third Party Interests in respect of all such Securitizations does not exceed $100,000,000 at any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednesstime outstanding;
(f) a sale-leaseback by the sale Company or its Restricted Subsidiaries of the Budget Truck Division fixed assets for fair market value as determined in a transaction not otherwise prohibited hereunder, provided that (x) such assets were first acquired by the board Company or its Restricted Subsidiaries no earlier than 180 days prior to the date of directors such sale-leaseback and (y) the fair market value of assets Disposed of pursuant to this paragraph (f) shall not exceed $10,000,000 in the Borroweraggregate in any fiscal year;
(g) the Disposition payment of other property having a fair market value not cash dividends to exceed $1,000,000,000 in the aggregate for any fiscal year holders of the BorrowerCompany’s outstanding Capital Stock and the payment of cash dividends to the holders of any Restricted Subsidiary’s outstanding Capital Stock on a pro rata basis;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents and marketable securities for a purchase price that is not less than fair market value of the Investments being sold in connection with the cash management operations of the Company and its Restricted Subsidiaries in the ordinary course of business;
(i) the sale or issuance of the Company’s or any Restricted Subsidiary’s Capital Stock under compensation arrangements and employee benefits plans approved by the board of directors of the Company or such Restricted Subsidiary;
(j) Dispositions of property by any Restricted Subsidiary that is not a Subsidiary Guarantor to any other Restricted Subsidiary that is not a Subsidiary Guarantor;
(k) Dispositions of property by the Company or any Restricted Subsidiary to the Company or any Subsidiary Guarantor; and MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with other property, provided that, at the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result time of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one fair market value of the types property so Disposed, together with the fair market value of Dispositions described in all other property Disposed under this Section 10.7(l) during such fiscal year of the clauses aboveCompany, shall not exceed 25% of Consolidated Tangible Assets (determined as of the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clauselast day of the immediately preceding fiscal quarter for which financial statements have been delivered pursuant to Section 7.1).
Appears in 1 contract
Samples: Private Shelf Agreement (MSC Industrial Direct Co Inc)
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrowers, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition Dispositions of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition Dispositions of inventory Inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6;
(d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of a Borrower to the a Borrower or to any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower;
(g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnationpatents, eminent domain or taking;
(j) leasestrademarks, subleases, licenses and sublicenses of real or personal propertycopyrights, and other Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents rights in the ordinary course of business;
(lg) the abandonmentDisposition of property (i) from any Loan Party to any other Loan Party, termination and (ii) from any Subsidiary that is not a Loan Party to any Subsidiary that is not a Loan Party;
(h) leases or other disposition subleases of Intellectual Property Real Property;
(i) the sale or leasehold properties discount without recourse of accounts receivable arising in the ordinary course of businessbusiness in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with Section 6.3(b); and
(mj) dispositionsany abandonment, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of cancellation, non-core assets acquired renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrowers determine in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by good faith is desirable in the Borrower or any conduct of its Subsidiaries of any Foreign Subsidiary business and not materially disadvantageous to any other Foreign Subsidiary so long as at least 65% the interests of the Capital Stock of such other Foreign Subsidiary (or Lenders; and provided, however, that any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent Disposition made pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made in good faith on an arm’s length basis for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)value.
Appears in 1 contract
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business;
(b) the Disposition sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.4(b7.4(a), Investments permitted under Section 7.7 (other than Section 7.7 b), (md), (e) and Restricted Payments permitted under Section 7.6or (f));
(d) the sale or issuance of any Subsidiary’s the Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s to any Group Member, provided, that such Capital Stock shall only be pledged as collateral for the Obligations to the Borrower or another Subsidiary Guarantorextent required by Section 6.9;
(e) Dispositions the use or transfer of any Related Eligible Assets (i) money or Cash Equivalents in connection with a manner that is not prohibited by the AESOP Financing Program terms of this Agreement or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtednessother Loan Documents;
(f) the sale non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the Budget Truck Division for fair market value as determined by ordinary course of business, and the board abandonment of directors of patents, trademarks, copyrights, and other Intellectual Property rights that the Borrowerholder thereof determines, in its reasonable business judgment is no longer material to its business;
(g) the sale, transfer or other disposition of CLP Assets consisting of overdue and delinquent accounts pursuant to CLP Assets Disposition Agreements in the ordinary course of business consistent with past practice;
(h) the sale, issuance, transfer or other disposition of the Capital Stock of, or of any assets of any Non-Loan Party;
(i) the issuance of Capital Stock by an SPE in connection with any Non-Recourse CLP Financing and (ii) the sale, transfer or other disposition of CLP Assets as set forth in the definition of the term “Non-Recourse CLP Financing” to an SPE or, in the case of sales, transfers or other dispositions by an SPE, to any other Person in connection with Non-Recourse CLP Financing; and
(j) the Disposition of other property of a Loan Party (other than the Capital Stock of any Borrower or Non-Loan Party Borrower) having a fair market value not to exceed $1,000,000,000 15,000,000 in the aggregate for any fiscal year of the Borrower;
(h) the Dispositions listed on Schedule 7.5(h);
(i) Dispositions of properties subject to condemnation, eminent domain or taking;
(j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property;
(k) dispositions or use of cash and Cash Equivalents in the ordinary course of business;
(l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and
(m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;
(n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction;
(o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9;
(p) Dispositions of minority interests in joint ventures; and
(q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause)Fiscal Year.
Appears in 1 contract
Samples: Credit Agreement (DFC Global Corp.)
