Common use of Dispositions of Assets or Subsidiaries Clause in Contracts

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 disposition of Equity Interests of any Subsidiary of a Credit Party that is not itself a Credit Party in order to qualify members of the board of directors (or equivalent body otherwise named) of such Subsidiary if required by Applicable Law; (i) the sale or other disposition of Permitted Investments for fair value; (j) the sale or other disposition of specific items of Equipment, so long as the purpose of such sale or disposition is to acquire replacement items of like-kind Equipment or other equipment used or useful in the conduct of the business of any Credit Party or any of its Subsidiaries; (k) leases, assignments and licenses of personal property (other than Receivables and Inventory) in the Ordinary Course of Business; (l) 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 Credit Party or any of its Subsidiaries; (m) 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; (n) the disposition or sale of any assets acquired in connection with any Permitted Acquisition in contemplation that such assets would be sold to a third party; provided, that, (i) such assets are sold for consideration not less than the value attributed to such assets in the calculation of the aggregate consideration for such Permitted Acquisition and (ii) such disposition or sale occurs within one (1) year of the consummation of such Permitted Acquisition; (o) any merger, amalgamation, consolidation, winding up, liquidation or dissolution permitted pursuant to Section 7.6, or any transaction permitted pursuant to Section 7.4 or Section 7.15; (p) (i) any sale of Permitted Investments in the Ordinary Course of Business or (ii) sales, assignments, discounts, transfers or dispositions of accounts or notes (including for less than the face value thereof) in the Ordinary Course of Business for purposes of compromise or collections; provided that, in the case of clauses (i), 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); (q) any sale, transfer or other disposition of Receivables or Inventory in an aggregate amount not to exceed $500,000 in any fiscal year; and (r) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (a) through (q) above, which is approved by Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (Ferroglobe PLC)

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Dispositions of Assets or Subsidiaries. Each of the Credit Loan Parties shall notnot sell, and shall not permit any of its Subsidiaries to cause or permit an Asset Sale convey, assign, lease, abandon 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 capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Credit Loan Party), except: (ai) transactions involving the sale of Inventory inventory in the Ordinary Course ordinary course of Businessbusiness; (bii) any sale, transfer or lease disposal of useddamaged, obsolete, worn out or surplus assets or any sale, transfer or lease of assets in the Ordinary Course ordinary course of Business business which are no longer necessary or required in an aggregate amount not to exceed $6,000,000 in any fiscal yearthe conduct of such Loan Party’s business; (ciii) any sale, transfer or lease of assets by (i) a Credit any Loan Party to another Loan Party; (Aiv) 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 madein the ordinary course of business; (v) any disposition of real property to a governmental authority; (vi) the abandonment, the Payment Conditions are satisfied and (ii) a Subsidiary cancellation or other disposition of a Credit Party intellectual property that is not itself a Credit Party to a Credit Party; (d) licenses of Intellectual Property of any Credit Party material or any Subsidiary of a Credit Party in the Ordinary Course of Business (i) between is no longer used 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 useful in any material respect with in the operations operation of the Credit Parties and their Subsidiaries taken as a wholeLoan Parties; (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; (hvii) the sale or disposition of Equity Interests of any Subsidiary of a Credit Party that is not itself a Credit Party discount, in order to qualify members of the board of directors (or equivalent body otherwise named) of such Subsidiary if required by Applicable Law; (i) the sale or other disposition of Permitted Investments for fair value; (j) the sale or other disposition of specific items of Equipment, so long as the purpose of such sale or disposition is to acquire replacement items of like-kind Equipment or other equipment used or useful each case without recourse and in the conduct ordinary course of the business business, of any Credit Party or any of its Subsidiaries; (k) leases, assignments and licenses of personal property (other than Receivables and Inventory) overdue accounts receivable arising in the Ordinary Course ordinary course of Business; (l) dispositions resulting from any casualty or other insured damage tobusiness, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party or any of its Subsidiaries; (m) 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; (n) the disposition or sale of any assets acquired but only in connection with any Permitted Acquisition in contemplation that such assets would be sold to a third party; provided, that, (i) such assets are sold for consideration not less than the value attributed to such assets in the calculation of the aggregate consideration for such Permitted Acquisition and (ii) such disposition or sale occurs within one (1) year of the consummation of such Permitted Acquisition; (o) any merger, amalgamation, consolidation, winding up, liquidation or dissolution permitted pursuant to Section 7.6, or any transaction permitted pursuant to Section 7.4 or Section 7.15; (p) (i) any sale of Permitted Investments in the Ordinary Course of Business or (ii) sales, assignments, discounts, transfers or dispositions of accounts or notes (including for less than the face value thereof) in the Ordinary Course of Business for purposes of compromise or collections; provided that, in the case collection thereof consistent with customary industry practice (and not as part of clauses (i), 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 Agentany bulk sale or financing of receivables); (qviii) any sale, transfer or other disposition of Receivables equipment to a Foreign Subsidiary which equipment is not being used or Inventory necessary in an aggregate amount not to exceed $500,000 the operations of a Loan Party in any fiscal year; andthe good faith reasonable judgment of such Loan Party; (rix) the disposition of Capital Stock, partnership interests or limited liability company interests of a Subsidiary of such Loan Party in a transaction permitted under Section 8.2.6; or (x) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (ai) through (qix) above, which so long as (a) such disposition is approved by Agentfor not less than fair market value, (b) the aggregate book value of such assets sold, leased, transferred or otherwise disposed of in any fiscal year (other than those specifically excepted pursuant to clauses (i) through (ix) above) does not exceed 10% of the total consolidated assets of the Borrower and its Subsidiaries at the end of the immediately preceding fiscal year, and (c) the aggregate book value of such assets sold, leased, transferred or otherwise disposed of after the date of this Agreement (other than those specifically excepted pursuant to clauses (i) through (ix) above) does not exceed 30% of the total consolidated assets of the Borrower and its Subsidiaries at the end of the immediately preceding fiscal year.

Appears in 1 contract

Samples: Revolving Credit Facility (Advanced Drainage Systems, Inc.)

Dispositions of Assets or Subsidiaries. Each of the Credit Loan Parties shall not, and shall not permit any of its Subsidiaries to cause or permit an Asset Sale to, sell, convey, assign, lease or otherwise transfer or dispose of, or divide, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including pursuant to an LLC Division or other sale, assignment, discount assignment or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of any Equity Interests Capital Stock of a Subsidiary of such Credit Loan Party), except: (a) transactions involving the sale of Inventory inventory in the Ordinary Course ordinary course of Businessbusiness; (b) any sale, transfer or lease of used, obsolete, worn out or surplus assets in the Ordinary Course ordinary course of Business business which are no longer useful or required in an aggregate amount not to exceed $6,000,000 in any fiscal yearthe conduct of such Loan Party’s or such Subsidiary’s business; (c) any sale, transfer or lease of assets by (i) a Credit any Loan Party to (A) a Credit Party or (B) Holdings or any Subsidiary of Holdings thereof to a Loan Party or from a Subsidiary that is not a Credit Loan 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 to another Subsidiary of a Credit Party that is not itself a Credit Party to a Credit Loan 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 disposition of Equity Interests of any Subsidiary of a Credit Party that is not itself a Credit Party in order to qualify members of the board of directors (or equivalent body otherwise named) of such Subsidiary if required by Applicable Law; (i) the sale or other disposition of Permitted Investments for fair value; (j) the sale or other disposition of specific items of Equipment, so long as the purpose of such sale or disposition is to acquire replacement items of like-kind Equipment or other equipment used or useful in the conduct of the business of any Credit Party or any of its Subsidiaries; (k) leases, assignments and licenses of personal property (other than Receivables and Inventory) in the Ordinary Course of Business; (l) 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 Credit Party or any of its Subsidiaries; (m) 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; (n) the disposition or sale of any assets acquired in connection with any Permitted Acquisition in contemplation that such assets would be sold to a third party; provided, that, (i) such assets are sold for consideration not less than the value attributed to such assets in the calculation of the aggregate consideration for such Permitted Acquisition and (ii) such disposition or sale occurs within one (1) year of the consummation of such Permitted Acquisition; (o) any merger, amalgamation, consolidation, winding up, liquidation or dissolution permitted pursuant to Section 7.6, or any transaction permitted pursuant to Section 7.4 or Section 7.15; (p) (i) any sale of Permitted Investments in the Ordinary Course of Business or (ii) sales, assignments, discounts, transfers or dispositions of accounts or notes (including for less than the face value thereof) in the Ordinary Course of Business for purposes of compromise or collections; provided that, in the case of clauses (i), 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); (q) any sale, transfer or other disposition of Receivables or Inventory in an aggregate amount not to exceed $500,000 in any fiscal year; and (r) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets; (e) sales or other dispositions permitted pursuant to Section 8.2.6; (f) licenses (with respect to intellectual property and other property), leases or subleases granted to third parties in the ordinary course of business not adversely interfering in any material respect with the ordinary conduct of the business of the Borrower or its Subsidiaries; (g) any sale, lease or transfer of assets from any Loan Party to any Subsidiary that is not a Loan Party; provided that the aggregate amount of all such dispositions pursuant to this clause (g) over the term of this Agreement together with the aggregate amount of all investments made pursuant to Section 8.2.4(e)(iii) at any time outstanding shall not exceed $20,000,000; and (h) any sale, transfer or lease of assets not otherwise permitted pursuant to this Section; provided that (i) at the time of sale, transfer or lease of such assets, other no Default or Event of Default shall exist or would result from such sale, transfer or lease of such assets, (ii) such sale, transfer or lease of such assets is made for fair market value and the consideration received shall be no less than those specifically excepted 75% in cash, and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (h) shall not exceed (x) $50,000,000 in any fiscal year of the Borrower, as reduced by any amounts expended pursuant to clauses clause (ag) through above in the applicable fiscal year, and (qy) above, which is approved by Agent$200,000,000 during the term of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (3d Systems Corp)

Dispositions of Assets or Subsidiaries. Each of the Credit Loan Parties shall not, and shall not permit any of its Subsidiaries to cause or permit an Asset Sale 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 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 capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Credit Loan Party), except: (ai) transactions involving the sale of Inventory inventory and light vehicles (i.e. cars and pick-up trucks but not heavy trucks or rigs) in the Ordinary Course ordinary course of Businessbusiness; (bii) any sale, transfer or lease of used, obsolete, worn out or surplus assets in the Ordinary Course ordinary course of Business business which are no longer necessary or required in an aggregate amount not to exceed $6,000,000 in any fiscal yearthe conduct of such Loan Party’s or such Subsidiary’s business; (ciii) any sale, transfer or lease of assets by (i) a Credit any Loan Party to (A) a Credit any Loan Party or (B) Holdings or and sales, transfers and leases by any Subsidiary of Holdings that which is not a Credit Loan Party so long as, on the date on which each such to any Subsidiary; (iv) any sale, transfer or lease of assets is madein the ordinary course of business which are replaced by substitute assets acquired or leased, provided such substitute assets are subject to the Payment Conditions are satisfied and (ii) a Subsidiary of a Credit Party that is not itself a Credit Party to a Credit PartyLenders’ Prior Security Interest; (dv) 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 merger or compromise for less than other disposition of any Argentine Subsidiary or all or any portion of the face value assets thereof, notes or Receivables; (h) the sale or disposition of Equity Interests of any Subsidiary of a Credit Party that is not itself a Credit Party in order to qualify members of the board of directors (or equivalent body otherwise named) of such Subsidiary if required by Applicable Law; (i) and the sale or other disposition of Permitted any Investments for fair valuereceived in connection with such sale, merger or other disposition; (jvi) the sale, merger or other disposition of the Pressure Pumping Business or all or any portion thereof or of all or any portion of the assets thereof, and the sale or other disposition of specific items of Equipmentany Investments received in connection with such sale, so long as the purpose of such sale or disposition is to acquire replacement items of like-kind Equipment merger or other equipment used or useful in the conduct of the business of any Credit Party or any of its Subsidiariesdisposition; (kvii) leasesthe sale, assignments merger or other disposition of the Drilling Business or all or any portion thereof or of all or any portion of the assets thereof, and licenses the sale or other disposition of personal property (any Investments received in connection with such sale, merger or other than Receivables and Inventory) in the Ordinary Course of Businessdisposition; (lviii) dispositions resulting from any casualty the sale, lease or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset disposition of any Credit Party assets, provided that the aggregate proceeds received from all assets so sold, leased or disposed of in any fiscal year (except as otherwise permitted by this Section 7.2.8), shall not exceed the following percentage of its Subsidiaries; (m) dispositions the Borrower’s Consolidated Net Worth measured as of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between end of the Joint Venture parties set forth in Joint Venture arrangements and similar binding arrangements; (n) the disposition or sale of any assets acquired in connection with any Permitted Acquisition in contemplation that such assets would be sold to a third party; provided, that, immediately preceding fiscal year: (i) such assets are sold 10% for consideration not less than the value attributed to such assets in the calculation of the aggregate consideration for such Permitted Acquisition fiscal years ending December 31, 2003 and December 31, 2004, and (ii) such disposition or sale occurs within one (1) 7.5% for each fiscal year of the consummation of such Permitted Acquisitionthereafter; (oix) transfers of assets by any merger, amalgamation, consolidation, winding up, liquidation Loan Party to any Excluded Subsidiary or dissolution a Foreign Subsidiary in connection with an investment permitted pursuant to under Section 7.6, or any transaction permitted pursuant to Section 7.4 or Section 7.15; (p) (i) any sale of Permitted Investments in the Ordinary Course of Business or (ii) sales, assignments, discounts, transfers or dispositions of accounts or notes (including for less than the face value thereof) in the Ordinary Course of Business for purposes of compromise or collections; provided that, in the case of clauses (i7.2.4(viii), 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 Agentand Section 7.2.4(ix); (qx) any sale, transfer or other disposition licenses of Receivables or Inventory in an aggregate amount not to exceed $500,000 in any fiscal yearOilfield Intellectual Property; and (rxi) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (ai) through (qx) above, which is approved by Agentthe Required Lenders. To the extent any Collateral is sold as permitted by this Section 7.2.8, such Collateral in each case shall be sold free and clear of the Liens in favor of the Administrative Agent created by the Loan Documents, and the Administrative Agent shall take such actions as may be required in connection therewith or may be reasonably requested by the Borrower to evidence such Lien release, in each case at the Borrower’s expense.

Appears in 1 contract

Samples: Credit Agreement (Key Energy Services Inc)

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Dispositions of Assets or Subsidiaries. Each of the Credit Loan Parties shall not, and shall not permit any of its Subsidiaries to cause or permit an Asset Sale to, sell, convey, assign, lease 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 assignment or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of any Equity Interests Capital Stock of a Subsidiary of such Credit Loan Party), except: (ai) transactions involving the sale of Inventory inventory in the Ordinary Course ordinary course of Businessbusiness; (bii) any sale, transfer or lease of used, obsolete, worn out or surplus assets in the Ordinary Course ordinary course of Business business which are no longer useful or required in an aggregate amount not to exceed $6,000,000 in any fiscal yearthe conduct of such Loan Party’s or such Subsidiary’s business; (ciii) any sale, transfer or lease of assets by (i) a Credit any Loan Party to (A) a Credit Party or (B) Holdings or any Subsidiary of Holdings thereof to a Loan Party or from a Subsidiary that is not a Credit Loan 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 to another Subsidiary of a Credit Party that is not itself a Credit Party to a Credit Loan 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 disposition of Equity Interests of any Subsidiary of a Credit Party that is not itself a Credit Party in order to qualify members of the board of directors (or equivalent body otherwise named) of such Subsidiary if required by Applicable Law; (i) the sale or other disposition of Permitted Investments for fair value; (j) the sale or other disposition of specific items of Equipment, so long as the purpose of such sale or disposition is to acquire replacement items of like-kind Equipment or other equipment used or useful in the conduct of the business of any Credit Party or any of its Subsidiaries; (k) leases, assignments and licenses of personal property (other than Receivables and Inventory) in the Ordinary Course of Business; (l) 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 Credit Party or any of its Subsidiaries; (m) 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; (n) the disposition or sale of any assets acquired in connection with any Permitted Acquisition in contemplation that such assets would be sold to a third party; provided, that, (i) such assets are sold for consideration not less than the value attributed to such assets in the calculation of the aggregate consideration for such Permitted Acquisition and (ii) such disposition or sale occurs within one (1) year of the consummation of such Permitted Acquisition; (o) any merger, amalgamation, consolidation, winding up, liquidation or dissolution permitted pursuant to Section 7.6, or any transaction permitted pursuant to Section 7.4 or Section 7.15; (p) (i) any sale of Permitted Investments in the Ordinary Course of Business or (ii) sales, assignments, discounts, transfers or dispositions of accounts or notes (including for less than the face value thereof) in the Ordinary Course of Business for purposes of compromise or collections; provided that, in the case of clauses (i), 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); (q) any sale, transfer or other disposition of Receivables or Inventory in an aggregate amount not to exceed $500,000 in any fiscal year; and (riv) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets, ; (v) sales or other than those specifically excepted dispositions permitted pursuant to clauses Section 8.2.6; (vi) licenses (with respect to intellectual property and other property), leases or subleases granted to third parties in the ordinary course of business not adversely interfering in any material respect with the ordinary conduct of the business of the Borrower or its Subsidiaries; (vii) any sale, lease or transfer of assets from any Loan Party to any Subsidiary that is not a Loan Party; provided that the aggregate amount of all such dispositions pursuant to this clause (vii) over the term of this Agreement together with the aggregate amount of all investments made pursuant to Section 8.2.4(v)(c) at any time outstanding shall not exceed $20,000,000; and (viii) any sale, transfer or lease of assets not otherwise permitted pursuant to this Section; provided that (a) through at the time of sale, transfer or lease of such assets, no Default or Event of Default shall exist or would result from such sale, transfer or lease of such assets, (qb) abovesuch sale, which transfer or lease of such assets is approved by Agentmade for fair market value and the consideration received shall be no less than 75% in cash, and (c) the aggregate fair market value of all property disposed of in reliance on this clause (v) shall not exceed $10,000,000 in any fiscal year of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (3d Systems Corp)

Dispositions of Assets or Subsidiaries. Each of the Credit Loan Parties shall not, and shall not permit any of its Subsidiaries to cause or permit an Asset Sale 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 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 capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Credit Loan Party), except: (ai) transactions involving the sale of Inventory inventory and light vehicles (i.e. cars and pick-up trucks but not heavy trucks or rigs) in the Ordinary Course ordinary course of Businessbusiness; (bii) any sale, transfer or lease of used, obsolete, worn out or surplus assets in the Ordinary Course ordinary course of Business business which are no longer necessary or required in an aggregate amount not to exceed $6,000,000 in any fiscal yearthe conduct of such Loan Party's or such Subsidiary's business; (ciii) any sale, transfer or lease of assets by (i) a Credit any Loan Party to (A) a Credit any Loan Party or (B) Holdings or and sales, transfers and leases by any Subsidiary of Holdings that which is not a Credit Loan Party so long as, on the date on which each such to any Subsidiary; (iv) any sale, transfer or lease of assets is madein the ordinary course of business which are replaced by substitute assets acquired or leased, PROVIDED such substitute assets are subject to the Payment Conditions are satisfied and (ii) a Subsidiary of a Credit Party that is not itself a Credit Party to a Credit PartyLenders' Prior Security Interest; (dv) 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 merger or compromise for less than the face value thereof, notes or Receivables; (h) the sale or other disposition of Equity Interests Odessa or all or any portion of any Subsidiary or the Oil and Gas Properties including sales of a Credit Party that is not itself a Credit Party oil and gas in order to qualify members the ordinary course of the board of directors (or equivalent body otherwise named) of such Subsidiary if required by Applicable Law; (i) business, and the sale or other disposition of Permitted any Investments for fair valuereceived in connection with such sale, merger or other disposition; (jvi) the sale, merger or other disposition of any Argentine Subsidiary or all or any portion of the assets thereof, and the sale or other disposition of specific items of Equipmentany Investments received in connection with such sale, so long as the purpose of such sale or disposition is to acquire replacement items of like-kind Equipment merger or other equipment used or useful in the conduct of the business of any Credit Party or any of its Subsidiariesdisposition; (kvii) leasesthe sale, assignments merger or other disposition of the Drilling Business or all or any portion thereof or of all or any portion of the assets thereof, and licenses the sale or other disposition of personal property (any Investments received in connection with such sale, merger or other than Receivables and Inventory) in the Ordinary Course of Businessdisposition; (lviii) dispositions resulting from any casualty the sale, lease or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset disposition of any Credit Party assets, PROVIDED that the aggregate proceeds received from all assets so sold, leased or disposed of in any fiscal year (except as otherwise permitted by this Section 7.2.8), shall not exceed the following percentage of its Subsidiaries; (m) dispositions the Borrower's Consolidated Net Worth measured as of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between end of the Joint Venture parties set forth in Joint Venture arrangements and similar binding arrangements; (n) the disposition or sale of any assets acquired in connection with any Permitted Acquisition in contemplation that such assets would be sold to a third party; provided, that, immediately preceding fiscal year: (i) such assets are sold 10% for consideration not less than the value attributed to such assets in the calculation of the aggregate consideration for such Permitted Acquisition fiscal years ending June 30, 2003 and June 30, 2004, and (ii) such disposition or sale occurs within one (1) 7.5% for each fiscal year of the consummation of such Permitted Acquisitionthereafter; (oix) transfers of assets by any mergerLoan Party to Odessa, amalgamation, consolidation, winding up, liquidation any other excluded Subsidiary or dissolution a Foreign Subsidiary in connection with an investment permitted pursuant to under Section 7.6, or any transaction permitted pursuant to Section 7.4 or Section 7.15; (p) (i) any sale of Permitted Investments in the Ordinary Course of Business or (ii) sales, assignments, discounts, transfers or dispositions of accounts or notes (including for less than the face value thereof) in the Ordinary Course of Business for purposes of compromise or collections; provided that, in the case of clauses (i7.2.4(viii), 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 AgentSection 7.2.4(ix) and Section 7.2.4(xiv); (qx) any sale, transfer or other disposition licenses of Receivables or Inventory in an aggregate amount not to exceed $500,000 in any fiscal yearOilfield Intellectual Property; and (rxi) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (ai) through (qxi) above, which is approved by Agentthe Required Lenders. To the extent any Collateral is sold as permitted by this Section 7.2.8, such Collateral in each case shall be sold free and clear of the Liens in favor of the Administrative Agent created by the Loan Documents, and the Administrative Agent shall take such actions as MAY BE REQUIRED in connection therewith or may be reasonably requested by the Borrower to evidence such Lien release, in each case at the Borrower's expense.

Appears in 1 contract

Samples: Credit Agreement (Key Energy Services Inc)

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