Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”), except:
(a) Dispositions of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business;
(b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time;
(c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business;
(d) 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 promptly applied to the purchase price of such replacement property;
(e) Dispositions of property for fair market value;
(f) Leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries;
(g) Transfers of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events;
(h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and
(i) Dispositions by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower.
Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible, (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles, with or without recourse, or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party), except:
(a) transactions involving the sale of inventory in the ordinary course of business;
(b) any sale, transfer or lease of properties or assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or its Subsidiary’s business;
(c) subject to Section 6.08, any sale, transfer or lease of properties or assets by any Loan Party or its Subsidiary to a Loan Party or to another Subsidiary;
(d) any sale, transfer or lease of properties or assets in the ordinary course of business which are replaced by substitute properties or assets acquired or leased and not otherwise prohibited by the terms of this Agreement;
(e) transfers and dispositions of cash and cash equivalents as consideration for a transaction permitted by the terms of this Agreement;
(f) 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 the Borrower or any Subsidiary;
(g) the termination of Swap Agreements permitted by Section 6.01(f);
(h) transactions permitted under Section 6.06, transactions constituting Restricted Payments made pursuant to and in accordance with the provisions of Section 6.05, and transactions constituting investments permitted under Section 6.04;
(i) forgiveness or discounting, on a non-recourse basis and in the ordinary course of business, of past due accounts in connection with the collection or compromise thereof or the settlement of delinquent accounts or in connection with the bankruptcy or reorganization of suppliers or customers;
(j) the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower, are no longer used or useful to the business of any Loan Party or their respective Subsidiaries;
(k) sales or disposals or Equity Interests of any Foreign Subsidiary in order to qualify a...
Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party), except:
(i) transactions involving the sale of inventory in the ordinary course of business;
(ii) any sale, transfer, disposal, abandonment or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business;
(iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party;
(iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or
(v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement;
(vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or
(vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] above.
Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest or partnership interests of a Subsidiary of the Borrower), except:
(i) transactions involving the sale of inventory in the ordinary course of business;
(ii) any sale, transfer or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of the Borrower’s business;
(iii) any sale, transfer or lease of assets by any Subsidiary of the Borrower to the Borrower or another Loan Party;
(iv) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased;
(v) any sale, transfer, or lease of assets the after-tax proceeds of which, when added to the after-tax proceeds of other sales, transfers and leases of assets in the same fiscal year, do not exceed, in the aggregate for Borrower and its Subsidiaries, 5% of Borrower’s consolidated total assets at the start of such fiscal year;
(vi) the sale of receivables by the Subsidiaries of Borrower to Citibank, N.A. or General Electric Capital Corporation - Trade Payables Services Division under the arrangements set forth on Schedule 1.1(P) [Permitted Liens]; provided that the amount of outstanding receivables sold under such arrangements shall not at any time exceed $5,000,000 in the aggregate; and
(vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by (1) the Required Banks if no Security Event exists and is continuing and (2) all Banks if a Security Event exists and is continuing.
Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including without limitation any sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests) (collectively, any such transaction, a “Disposition”), except:
(i) Dispositions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business;
(ii) any Disposition of assets (including without limitation intellectual property) in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Subsidiary’s business;
(iii) Dispositions (a) by a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties;
(iv) any Disposition of assets in the ordinary course of business which are replaced by substitute assets acquired or leased;
(v) the issuance of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties;
(vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrower;
(vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses (i) or (ii) of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions];
(viii) any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition;
(ix) any Permitted Wind/Solar Transaction, so long as the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off...
Dispositions of Assets or Subsidiaries. Holdings shall not, and shall not permit any of its Material Subsidiaries to, sell, convey, assign, lease, abandon, or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including by sale, assignment, discount, or other disposition of accounts, contract rights, chattel paper, equipment, or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of Holdings), except:
(i) transactions involving the sale of inventory, if any, in the ordinary course of business;
(ii) any sale, transfer, or lease of assets, including any sale of investment assets, in the ordinary course of business which are no longer necessary or required in the conduct of Holdings’ or such Subsidiary’s business or which are incidental to the management of Holdings’ or its Subsidiary’s investment portfolio in a manner consistent with past practices;
(iii) any sale, transfer, lease or assignment of assets or novation of rights by any wholly owned Subsidiary of Holdings to Holdings or any Material Subsidiary;
(iv) any sale, transfer or lease of assets in the ordinary course of business which are replaced by reasonably equivalent substitute assets; or
(v) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above, provided that (A) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (B) the aggregate value of all assets so sold by (x) Holdings shall not exceed in any fiscal year fifteen percent (15%) of the consolidated tangible net worth of Holdings and its Subsidiaries or (y) any Material Subsidiary in any fiscal year shall not exceed a material portion of such Material Subsidiary’s tangible net worth.
Dispositions of Assets or Subsidiaries. Excluding the payment of cash as consideration for assets purchased by, or services rendered to, the Borrower or any Subsidiary, neither the Borrower nor any of its Subsidiaries shall sell, convey, assign, lease, or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including but not limited to sale, assignment, discount or other disposition of Receivables, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares or beneficial interests or partnership interests in Subsidiaries), except:
(i) any sale, transfer or disposition of surplus, obsolete or worn out assets of the Borrower or a Subsidiary;
(ii) any sale, transfer or lease of Inventory by the Borrower or any Subsidiary of the Borrower in the ordinary course of business;
(iii) any sale, transfer or lease of assets by any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower or by the Borrower to any Subsidiary of the Borrower; or
(iv) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iii) above, which in any one sale, transfer or lease of assets, or in any number of sales, transfers or leases of assets occurring in any consecutive twelve month period, involves the sale, transfer or lease of assets having a book value of not more than $25,000,000 (measured with respect to a series of sales, transfers or leases of assets on the day of the first sale).
Dispositions of Assets or Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to make any Asset Disposition, except Asset Dispositions where the Disposition Value of the property subject to such Asset Disposition, together with the aggregate Disposition Value of all property of the Company and its Subsidiaries that was subject of an Asset Disposition during the then current fiscal year of the Company, would not exceed ten percent (10.0%) of Consolidated Net Tangible Assets determined as of the end of the then most recently ended fiscal year of the Company; provided that, immediately after giving effect to such Asset Disposition, no Default or Event of Default would exist.
Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party) except:
(i) transactions involving the sale of inventory in the ordinary course of business;
(ii) any sale, transfer or lease of assets which are no longer necessary or required in the conduct of a Loan Party's or its Subsidiary's business;
(iii) any sale, transfer or lease of assets by: (A) any Loan Party to another Loan Party; (B) any Subsidiary of the Parent Company that is not a Loan Party to another Subsidiary of the Parent Company that is not a Loan Party; (C) any Subsidiary of the Parent Company that is not a Loan Party to the Parent Company or another Loan Party of assets for consideration not in excess of $5,000,000 in the aggregate during the period from the Closing Date through the Expiration Date, unless (so long as no Potential Default or Event of Default has occurred and is continuing) fair market consideration is paid and the Administrative Agent concurrently obtains a Prior Security Interest in such assets in accordance with Section 7.2.2 [Liens; Lien Covenant] under the Loan Documents; and (D) the Parent Company or any other Loan Party to any Subsidiary of the Parent Company that is not a Loan Party of assets with a value not in excess of $5,000,000 in the aggregate during the period from the Closing Date through the Expiration Date, unless the consideration paid for such assets (which consideration, if a Potential Default or Event of Default has occurred and is continuing, shall be limited to cash) is fair market value;
(iv) [intentionally omitted];
(v) [intentionally omitted];
(vi) dividends and distributions permitted by Section 7.2.5 [Dividends and Related Distributions];
(vii) investments, advances and loans permitted by Section 7.2.4 [Loans and Investments] and guaranties permitted by Section 7.2.3 [Guaranties];
(viii) assignments, licenses and sublicenses of intellectual property in the ordinary course of business; and
(ix) any additional sales, transfers or leases of assets, the aggrega...
Dispositions of Assets or Subsidiaries. Each of the Credit Parties shall not, and shall not permit any of its Subsidiaries to cause or permit an Asset Sale or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including pursuant to an LLC Division or other sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of any Equity Interests of a Subsidiary of such Credit Party), except:
(a) transactions involving the sale of Inventory in the Ordinary Course of Business;
(b) any sale, transfer or lease of used, obsolete, worn out or surplus assets in the Ordinary Course of Business in an aggregate amount not to exceed $6,000,000 in any fiscal year;
(c) any sale, transfer or lease of assets by (i) a Credit Party to (A) a Credit Party or (B) Holdings or any Subsidiary of Holdings that is not a Credit Party so long as, on the date on which each such sale, transfer or lease of assets is made, the Payment Conditions are satisfied and (ii) a Subsidiary of a Credit Party that is not itself a Credit Party to a Credit Party;
(d) licenses of Intellectual Property of any Credit Party or any Subsidiary of a Credit Party in the Ordinary Course of Business (i) between or among Holdings, the Credit Parties and the Subsidiaries of Holdings and (i) to Joint Ventures;
(e) leases of owned Real Property and subleases of leased Real Property, in each case, in the Ordinary Course of Business and not interfering in any material respect with the operations of the Credit Parties and their Subsidiaries taken as a whole;
(f) the Credit Parties and their Subsidiaries may transfer or dispose of assets and property (other than Receivables and Inventory except to the extent transferred indirectly in an Asset Sale of the type described in clause (a) or (b) of the definition of "Asset Sale") not in excess of $11,750,000 in any fiscal year; provided that, as to all Asset Sales under this clause (f),
(1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (as determined in good faith by the Borrowing Agent) and (2) no Event of Default shall have occurred or be continuing after giving effect thereto;
(g) in order to resolve disputes that occur in the Ordinary Course of Business, the sale, transfer, disposition, discount or compromise for less than the face value thereof, notes or Receivables;
(h) the sale or disp...
