Dispositions Sample Clauses

Dispositions. Convey, sell, lease, transfer or otherwise dispose of (collectively "Transfer"), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, other than Transfers (i) of Inventory in the ordinary course of business; (ii) of non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; or (iii) of worn-out or obsolete Equipment.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real 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; (d) Dispositions of property by the Borrower or any Subsidiary to the Borrower or to a wholly-owned Subsidiary which has satisfied any relevant requirements of Section 6.15; provided that, (x) except as otherwise permitted pursuant to the following clause (y), if the transferor of such property is a Guarantor the transferee thereof must either be the Borrower or a Guarantor, and (y) in the case of a Disposition of the Equity Interests of any Subsidiary that is not a Material Subsidiary, the transferee need not be the Borrower or a Guarantor, provided that if such Disposition is of the Equity Interests of a Guarantor, the Borrower shall either (1) cause the transferee to promptly (and in any event within 90 days after the applicable Disposition) become a Guarantor in accordance with the procedures set forth in Section 6.15, or (2) request a release of such Guarantor as described in Section 6.15; (e) Dispositions permitted by Section 7.04; (f) non-exclusive, revocable licenses of IP Rights by an IP Holdco in the ordinary course of business and substantially consistent with past practice; (g) the lease or license of real or personal property by the Borrower and its Subsidiaries in the ordinary course of business; (h) Dispositions by the Borrower and its Subsidiaries consisting of leases and subleases of real property solely to the extent that such real property is not necessary for the normal conduct of operations of the Borrower and its Subsidiaries; (i) Dispositions of the assets and IP Rights relating to any Restaurant concept, other than the Texas Roadhouse® operating concept, held by any Subsidiary; and (j) other Dispositions of property by the Borrower and its Subsidiaries in the ordinary course of business; provided, however, that any Disposition pursuant to clauses (a) through (j) shall be for fair market value.

Dispositions. Holdings will not, and will not permit any Restricted Subsidiary to, make any Disposition, except: (a) Dispositions of obsolete or worn out Property, whether now owned or hereafter acquired, in the ordinary course of business, and Dispositions of property no longer used or useful in the conduct of the business of Holdings, any Borrower or any of their respective Subsidiaries in the ordinary course of business; (b) Dispositions (including non-exclusive licenses) of inventory and immaterial assets, in each case in the ordinary course of business; (c) Dispositions of 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 promptly applied to the purchase price of such replacement Property; (d) Dispositions of Property by any member of the Group to any other member of the Group; provided that, if such Disposition constitutes an Investment, such Investment is permitted under Section 6.05; (e) Dispositions permitted by Section 6.03 (other than Section 6.03(d)) or Section 6.04 (other than Section 6.04(f)) and Dispositions constituted by the making of any Investment permitted by Section 6.05; (f) Dispositions by Holdings and its Restricted Subsidiaries pursuant to sale-leaseback transactions, provided that the aggregate fair market value of all property so Disposed of shall not exceed $50,000,000 (in aggregate for Holdings and all Restricted Subsidiaries) from and after the Closing Date; (g) Dispositions of overdue accounts receivable solely in connection with the collection or compromise thereof; (h) Dispositions pursuant to operating leases, subleases, licenses or sublicenses, in each case entered into in the ordinary course of business and which do not materially interfere with the business of Holdings and its Restricted Subsidiaries; (i) Dispositions of Property to the extent subject to Casualty Events; (j) Dispositions of cash and Cash Equivalents; (k) Dispositions of any Equity Interests in Unrestricted Subsidiaries; (l) Dispositions of other Property by Holdings and its Restricted Subsidiaries with an aggregate fair market value (as determined in good faith by Holdings) for all such Dispositions in any fiscal year not to exceed 7.5% of the Consolidated Total Assets of Holdings and its Restricted Subsidiaries as at the last day of the immediately preceding fiscal year, with unused amounts from any fiscal year being available for additional Di...

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions in the ordinary course of its business (so long as such Disposition does not constitute a Disposition of all or a substantial part of the Borrower’s and the Restricted Subsidiaries’ assets, taken as a whole) or of obsolete or worn out property; (b) any Disposition that constitutes (i) an Investment permitted under Section 8.02, (ii) a Lien permitted under Section 8.01 or Section 8.04(a) or (b), or (iii) a Restricted Payment permitted under Section 8.06; (c) Dispositions for fair market value of equipment or real property to the extent that (i) such equipment or real 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 equipment or real property, and in each case if the disposed property constituted Collateral then the relevant Loan Party shall xxxxx x Xxxx to the Administrative Agent (including the delivery of any necessary Mortgage and Mortgaged Property Support Documents) on such new or replacement property; (d) Dispositions of property by the Borrower or any Restricted Subsidiary to a wholly-owned Restricted Subsidiary or, solely with respect to Dispositions of the stock of a Restricted Subsidiary of the Borrower, the Borrower; provided that if the transferor of such property is the Borrower or a Guarantor, the transferee thereof must be a Guarantor or, subject to the limitation above, the Borrower; (e) Dispositions of assets or stock of the Subsidiaries, so long as (i) each such Disposition is, in the reasonable judgment of the Borrower, for fair market value, (ii) both before and after giving effect thereto, no Default or Event of Default has occurred and is continuing and the Borrower is in compliance, on a historical pro forma basis as provided in Sections 1.04(c) and (d), as applicable, with the financial covenants set forth in Section 8.12 and (iii) the aggregate amount of all Dispositions made pursuant to this subsection in any one fiscal year of the Borrower does not exceed 5% of the total assets of the Borrower and its Restricted Subsidiaries as of the end of the most recently ended fiscal year of the Borrower; (f) such Disposition that results from a casualty or condemnation in respect of such property or assets; (g) such Disposition that consists of the sale or discount of overdue accounts rece...

Dispositions. Convey, sell, lease, license, transfer or otherwise dispose of (collectively, to “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, or move cash balances on deposit with Bank to accounts opened at another financial institution, other than Permitted Transfers.

Dispositions. Sell, lease, license or otherwise dispose of or encumber any of its properties or assets which are material, individually or in the aggregate, to its business, taken as a whole, except in the ordinary course of business consistent with past practice;

Dispositions. No Loan Party will make any Disposition or, in the case of any Borrower, issue, sell or otherwise transfer or dispose of any of its Equity Interests, except: (a) Dispositions of obsolete, damaged, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real 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; (d) Dispositions of property, or issuances of its Equity Interests, by Canadian Holdings to another Loan Party; (e) Dispositions permitted by Sections 6.17 or 6.19; (f) Dispositions by a Loan Party not otherwise permitted under this Section 6.18; provided that, (i) no Default has occurred and is continuing at the time of and immediately after giving effect to such Disposition and (ii) only if the relevant Disposition is in excess of US$10,000,000, after giving Pro Forma Effect to such Disposition, OpCo and US Holdings shall be in pro forma compliance with all of the covenants set forth in Section 6.13, such compliance to be determined on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.04(a), (b) or (c) and provided further that after giving effect to any such Disposition of less than 100% of the Equity Interests of any Project Company, the applicable Borrower shall retain Control of such Project Company; (g) Disposition of cash or Cash Equivalents; and (h) Dispositions of property, or issuances of its Equity Interests, by US Holdings to OpCo. provided, however, that any Disposition pursuant to this Section 6.18 shall be for fair market value.

Dispositions. The Reporting Entity will not, and will not permit any Restricted Subsidiary to, convey, sell, assign, transfer or otherwise dispose of (each a “Disposition”) any of its property or assets outside the ordinary course of business, other than to any member of the Consolidated Group, except for: (a) Dispositions of assets and property that are (i) obsolete, worn, damaged, uneconomic or otherwise deemed by any member of the Consolidated Group to no longer be necessary or useful in the operation of such member of the Consolidated Group’s current or anticipated business or (ii) replaced by other assets or property of similar suitability and value; (b) Dispositions of cash and Cash Equivalents; (c) Dispositions of accounts receivable (i) in connection with the compromise or collection thereof, (ii) deemed doubtful or uncollectible in the reasonable discretion of any member of the Consolidated Group, (iii) obtained by any member of the Consolidated Group in the settlement of joint interest billing accounts, (iv) granted to settle collection of accounts receivable or the sale of defaulted accounts arising in connection with the compromise or collection thereof and not in connection with any financing transaction or (v) in connection with a Permitted Receivables Facility; (d) any other Disposition (not otherwise permitted under this Agreement) of any assets or property; provided that after giving effect thereto, the Reporting Entity would be in pro forma compliance with the covenants set forth in Section 10.2; (e) Dispositions by any member of the Consolidated Group of all or any portion of any Subsidiary that is not a Material Subsidiary; (f) leases, licenses, subleases or sublicenses by any member of the Consolidated Group of intellectual property in the ordinary course of business; (g) Dispositions arising as a result of (i) the granting or incurrence of Liens permitted under Section 10.3 or (ii) transactions permitted under Section 10.4 (other than Section 10.4(d)) of this Agreement; (h) any Disposition or series of related Dispositions that does not individually or in the aggregate exceed $10,000,000; (i) Dispositions constituting terminations or expirations of leases, licenses and other agreements in the ordinary course of business; and (j) contributions of assets in the ordinary course of business to joint ventures entered into in the ordinary course of business.

Dispositions. Sell, transfer, mortgage, encumber or otherwise dispose of or discontinue any of its assets, deposits, business or properties except in the ordinary course of business consistent with past practice and in a transaction that, together with all other such transactions, is not material to the Company and its Subsidiaries taken as a whole.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of equipment or real 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value.