Common use of Dispositions of Assets or Subsidiaries Clause in Contracts

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. Holdings shall not, and Each of the Loan Parties shall not permit any of its Material Subsidiaries to, sell, convey, assign, lease, abandon, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including by sale, assignment, discount, discount or other disposition of accounts, contract rights, chattel paper, equipment, 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)such Loan Party) which are, or would become, Collateral under any of the Loan Documents, except: (i) transactions involving the sale of inventory, if any, inventory in the ordinary course of business; (ii) any sale, transfer, transfer or lease of assets, including any sale of investment assets, assets in the ordinary course of business which are obsolete or no longer necessary or required in the conduct of Holdings’ such Loan Party’s or such Subsidiary’s business business, including the sale, transfer or which are incidental exchange of any owned or leased Real Property, or the election by the Borrower to terminate or to allow to expire the management leases of Holdings’ any Real Property, that the Borrower has determined is not necessary or feasible for use in its Subsidiary’s investment portfolio in a manner consistent with past practicesmining operations; (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 assetsassets acquired or leased; orprovided such substitute assets are subject to the Lenders’ Prior Security Interest (subject to Permitted Liens); (iv) any sale of accounts receivable in connection with Alcoa Power Generating Inc. (“Alcoa”) in an amount to not exceed $5,000,000.00 per calendar month pursuant to the terms of that certain Supplier Agreement by and between Sunrise Coal, LLC and Citibank, N.A.; (v) a disposition of assets acquired in a Permitted Acquisition, within 270 days of such Permitted Acquisition, that are not necessary or required in the conduct of such Loan Party’s business; (vi) any sale, transfer or lease of assets, including Borrower’s interests in any Subsidiary other than any Specified Excluded Subsidiary, the aggregate amount of which does not exceed $10,000,000, other than those specifically excepted pursuant to clauses (i) through (ivv) above; (vii) subject to the mandatory prepayment requirements of Section 5.7.4, the sale of equity interests in any Specified Excluded Subsidiary, provided that (A) the Borrower (x) retains at least 51% of the time equity interests of any dispositionsuch Specified Excluded Subsidiary or (y) sells 100% of its equity interests in such Specified Excluded Subsidiary, no Event of Default shall exist or shall result from such disposition, and (B) the aggregate Borrower receives fair market value for the sale of all such equity, and (C) 75% or more of the consideration for the sale of such interests in such Specified Excluded Subsidiary shall be in cash and/or cash equivalents; and (viii) any sale, transfer or lease of assets from one Loan Party to another Loan Party so sold by long as the Loan Parties provide the Administrative Agent with ten (x10) Holdings days written notice prior to such sale, transfer or lease and, in the event that such assets are or would become Collateral under any of the Loan Documents, the Loan Parties shall not exceed cooperate fully in any fiscal year fifteen percent ensuring that a Lien in such assets shall be continued or granted, as applicable, in favor of the Administrative Agent for the benefit of the Lenders and such Loan Party shall take such other steps as the Administrative Agent deems reasonable and/or necessary to faithfully preserve and protect the Administrative Agent’s Lien on and Prior Security Interest in, such Collateral unless such Collateral may otherwise be released pursuant to clauses (15%i) through (vii) 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 worththis Section 8.2.7.

Dispositions of Assets or Subsidiaries. Holdings The Borrower shall not, and shall not permit any of its Material Subsidiaries to, sell, convey, assign, lease, abandon, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including by sale, assignment, discount, discount or other disposition of accounts, contract rights, chattel paper, equipment, 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 Holdingsthe Borrower), except: (i) transactions involving the sale of inventory, if any, inventory in the ordinary course of business; (ii) any sale, transfer, transfer or lease of assets, including any sale of investment assets, assets in the ordinary course of business which are no longer necessary or required in the conduct of Holdings’ the Borrower's 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's business; (iii) any sale, transfer, transfer or lease or assignment of assets or novation of rights by any wholly owned Subsidiary of Holdings the Borrower to Holdings or any Material Subsidiarythe Borrower; (iv) any sale, transfer or lease of assets in the ordinary course of business which are replaced by reasonably equivalent substitute assets; orassets acquired or leased; (v) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above, provided that (Ai) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (Bii) the aggregate net book value of all assets so sold by (x) Holdings the Borrower and its Subsidiaries shall not exceed in any fiscal year fifteen percent five (155%) of the consolidated tangible net worth total assets of Holdings the Borrower and its Subsidiaries or as determined on a consolidated basis in accordance with GAAP; and (yvi) any Material sale, transfer or lease of assets of any Inactive Subsidiary in any fiscal year shall not exceed a material portion of such Material Subsidiary’s tangible net worththe Borrower.

Dispositions of Assets or Subsidiaries. Holdings The Company 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 Holdingsthe Company), 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’ the Company's or such Subsidiary’s 's business or which are incidental to the management of Holdings’ the Company's or its Subsidiary’s 's investment portfolio in a manner consistent with past practices; (iii) any sale, transfer, transfer or lease or assignment of assets or novation of rights by any wholly owned Subsidiary of Holdings the Company to Holdings the Company 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 the Company shall not exceed in any fiscal year fifteen ten percent (1510%) of the consolidated tangible net worth of Holdings the Company and its Subsidiaries or (y) any Material Subsidiary in any fiscal year shall not exceed a material portion of such Material Subsidiary’s 's tangible net worth.

Dispositions of Assets or Subsidiaries. Holdings shall not, and Each of the Loan Parties shall not permit any of its Material Subsidiaries to, sell, convey, assign, lease, abandon, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including by sale, assignment, discount, discount or other disposition of accounts, contract rights, chattel paper, equipment, 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)such Loan Party) which are, or would become, Collateral under any of the Loan Documents, except: (i) transactions involving the sale of inventory, if any, inventory in the ordinary course of business; (ii) any sale, transfer, transfer or lease of assets, including any sale of investment assets, assets in the ordinary course of business which are obsolete or no longer necessary or required in the conduct of Holdings’ such Loan Party’s or such Subsidiary’s business business, including the sale, transfer or which are incidental exchange of any owned or leased Real Property, or the election by the Borrower to terminate or to allow to expire the management leases of Holdings’ any Real Property, that the Borrower has determined is not necessary or feasible for use in its Subsidiary’s investment portfolio in a manner consistent with past practicesmining operations; (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 assetsassets acquired or leased; orprovided such substitute assets are subject to the Lenders’ Prior Security Interest (subject to Permitted Liens); (iv) any sale of accounts receivable in connection with Alcoa Power Generating Inc. (“Alcoa”) in an amount to not exceed $5,000,000.00 per calendar month pursuant to the terms of that certain Supplier Agreement by and between Sunrise Coal, LLC and Citibank, N.A.; (v) a disposition of assets acquired in a Permitted Acquisition, within 270 days of such Permitted Acquisition, that are not necessary or required in the conduct of such Loan Party’s business; (vi) any sale, transfer or lease of assets, including Borrower’s interests in any Subsidiary other than any Specified Excluded Subsidiary, the aggregate amount of which does not exceed $10,000,000, other than those specifically excepted pursuant to clauses (i) through (ivv) above; (vii) subject to the mandatory prepayment requirements of Section 5.7.4, the sale of equity interests in any Specified Excluded Subsidiary, provided that (A) the Borrower (x) retains at least 51% of the time equity interests of any dispositionsuch Specified Excluded Subsidiary or (y) sells 100% of its equity interests in such Specified Excluded Subsidiary, no Event of Default shall exist or shall result from such disposition, and (B) the aggregate Borrower receives fair market value for the sale of all such equity, and (C) 75% or more of the consideration for the sale of such interests in such Specified Excluded Subsidiary shall be in cash and/or cash equivalents; and (viii) any sale, transfer or lease of assets from one Loan Party to another Loan Party so sold by long as the Loan Parties provide the Administrative Agent with ten (x10) Holdings days written notice prior to such sale, transfer or lease and, in the event that such assets are or would become Collateral under any of the Loan Documents, the Loan Parties shall not exceed cooperate fully in any fiscal year fifteen percent ensuring that a Lien in such assets shall be continued or granted, as applicable, in favor of the Administrative Agent for the benefit of the Lenders and such Loan Party shall take such other steps as the Administrative Agent deems reasonable and/or necessary to faithfully preserve and protect the Administrative Agent’s Lien on and Prior Security Interest in, such Collateral unless such Collateral may otherwise be released pursuant to clauses (15%i) through (vii) of the consolidated tangible net worth this Section 8.2.7. Table 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.Contents

Dispositions of Assets or Subsidiaries. Holdings Such Applicant 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 Holdingsan Applicant), 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’ such Applicant’s or such Subsidiary’s business or which are incidental to the management of Holdings’ such Applicant’s or its Subsidiary’s investment portfolio in a manner consistent with past practices; (iii) any sale, transfer, transfer or lease or assignment of assets or novation of rights by any wholly owned Subsidiary of Holdings such Applicant to Holdings such Applicant or any Material SubsidiarySubsidiary thereof; (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 or Potential Default, shall exist or shall result from such disposition, and (B) the aggregate value of all assets so sold by (x1) Holdings shall not exceed in any fiscal year fifteen percent (15%) of the consolidated tangible net worth of Holdings and its Subsidiaries or (y2) 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. Holdings The Borrower 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 HoldingsBorrower), 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’ Borrower's or such Subsidiary’s 's business or which are incidental to the management of Holdings’ Borrower's or its Subsidiary’s 's investment portfolio in a manner consistent with past practices; (iii) any sale, transfer, transfer or lease or assignment of assets or novation of rights by any wholly owned Subsidiary of Holdings Borrower to Holdings Borrower 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 the Borrower shall not exceed in any fiscal year fifteen ten percent (1510%) of the consolidated tangible net worth of Holdings the Borrower and its Subsidiaries or (y) any Material Subsidiary in any fiscal year shall not exceed a material portion of such Material Subsidiary’s 's tangible net worth.

Dispositions of Assets or Subsidiaries. Holdings Borrower shall not, and shall not permit any of its Material Subsidiaries to, sell, convey, assign, lease, abandon, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including by sale, assignment, discount, discount or other disposition of accounts, contract rights, chattel paper, equipment, 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 HoldingsBorrower), except: (i) transactions involving the sale of inventory, if any, inventory in the ordinary course of business; (ii) any sale, transfer, transfer or lease of assets, including any sale of investment assets, assets in the ordinary course of business which are no longer necessary or required in the conduct of Holdings’ Borrower's 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) 's business; any sale, transfer, transfer or lease or assignment of assets or novation of rights by any wholly owned Subsidiary of Holdings Borrower to Holdings or any Material Subsidiaryanother Subsidiary of Borrower; (iviii) any sale, transfer or lease of assets in the ordinary course of business which are replaced by reasonably equivalent substitute assets; orassets acquired or leased, (viv) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iviii) above, provided that (Ai) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (Bii) the aggregate net book value of all assets so sold by (x) Holdings shall not exceed in any fiscal year fifteen percent five (155%) of the consolidated tangible net worth total assets of Holdings the Borrower and its Subsidiaries or as determined on a consolidated basis in accordance with GAAP, and (yv) any Material sale, transfer or lease of assets of any Inactive Subsidiary in any fiscal year shall not exceed a material portion of such Material Subsidiary’s tangible net worththe Borrower.

Dispositions of Assets or Subsidiaries. Holdings shall not, and shall not permit any of its Material Subsidiaries ubsidiaries 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, transfer or 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. Holdings Each of the Loan Parties shall not, and shall not permit any of its Material Subsidiaries to, sell, convey, assign, lease, abandon, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including by sale, assignment, discount, discount or other disposition of accounts, contract rights, chattel paper, equipment, 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 Holdingssuch Loan Party), except: (i) transactions involving the sale of inventory, if any, inventory in the ordinary course of business; (ii) any sale, transfer, transfer or lease of assets, including any sale of investment assets, assets in the ordinary course of business which are no longer necessary or required in the conduct of Holdings’ such Loan Party’s 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 practicesbusiness; (iii) any sale, transfer, transfer or lease or assignment of assets or novation of rights by any wholly owned Subsidiary of Holdings such Loan Party to Holdings or any Material Subsidiaryanother Loan Party; (iv) any sale, transfer or lease of assets in the ordinary course of business which are replaced by reasonably equivalent substitute assets; orassets acquired or leased, (v) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above, provided that (Ai) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (Bii) the aggregate net book value of all assets so sold by (x) Holdings the Loan Parties and their Subsidiaries shall not exceed in any fiscal year fifteen percent five (155%) of the consolidated tangible net worth total assets of Holdings the Loan Parties and its their Subsidiaries or as determined on a consolidated basis in accordance with GAAP, and (yvi) any Material sale, transfer or lease of assets of any Inactive Subsidiary in any fiscal year shall not exceed a material portion of such Material Subsidiary’s tangible net worththe Borrower.