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 aggregate value of which for all such sales, transfers or leases during any fiscal year does not exceed $20,000,000 for such fiscal year (subject to the requirements for fair market value and/or cash consideration set forth in subsections (iii)(C) and (D) above if the sales, transfers or leases are from (or to) non-Loan Parties to (or from) Loan Parties, as applicable, and a Potential Default or Event of Default has occurred and is continuing).
Appears in 1 contract
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 ofDispose, voluntarily or involuntarily, of 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 Equity Interests of a Subsidiary of such Loan Party), except the following (which in each case, except in the case of paragraph (ii) except:below, is on arm’s-length terms):
(i) transactions involving the sale of inventory and Investments 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 a such Loan Party's ’s or its such Subsidiary's ’s business;
(iii) any sale, transfer or lease of assets by: (A) any Loan Party in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to another Loan Party; (B) any Subsidiary the Lenders’ Prior Security Interest if the assets being sold, transferred or leased were assets 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]leases and subleases of real property not necessary for the operation of any Loan Party’s business;
(v) [intentionally omitted]non-exclusive licenses and sublicenses of intellectual property granted to third parties in the ordinary course of business and in the reasonable business judgment of such Loan Party or Subsidiary;
(vi) dividends any Investment constituting a Disposition permitted under Section 8.2.4 [Loans and distributions permitted by Section 7.2.5 [Dividends and Related DistributionsInvestments];
(vii) investmentsany Dispositions permitted under Section 8.2.6 [Liquidations, advances Mergers, Consolidations and loans permitted by Section 7.2.4 [Loans and Investments] and guaranties permitted by Section 7.2.3 [GuarantiesAcquisitions];
(viii) assignmentsDispositions of any asset by a member of the Group (the “Disposing Company”) to another member of the Group (the “Acquiring Company”), licenses but if:
(a) the Disposing Company is (x) a Loan Party, the Acquiring Company must also be a Loan Party and sublicenses (y) a Domestic Loan Party, the Acquiring Company must be a Domestic Loan Party;
(b) the Disposing Company has granted a Lien over the asset, the Acquiring Company must give an equivalent Lien over that asset; and
(c) the Disposing Company is a Guarantor, the Acquiring Company must be a Guarantor or Domestic Borrower; 112
(ix) Dispositions of Permitted Investments disposed of by any member of the Group for cash or other Permitted Investments;
(x) Dispositions arising from (a) a casualty or (b) a condemnation or other taking by a governmental authority;
(xi) the issuance or sale of any Equity Interests of a Subsidiary of the Borrower to qualified directors if required by applicable Law;
(xii) the abandonment or other Disposition of intellectual property that is, in the reasonable judgment of the Parent, no longer economically practical to maintain and not material to the conduct of the business of the Parent or its Subsidiaries, taken as a whole;
(xiii) Dispositions of accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of businessbusiness and not as part of a financing transaction;
(xiv) the unwinding of any Interest Rate Hedge or Foreign Currency Hedge;
(xv) any Disposition constituting a Distribution permitted under Section 8.2.5 [Dividends and Distributions]; and
(ixxvi) any additional Disposition, other than those specifically excepted pursuant to clauses (i) through (xv) above, which results in after-tax net proceeds in an amount of less than $1,000,000 in the aggregate with all other sales, transfers transfers, licenses or leases of assets, permitted under this clause (xvi) occurring from and after the aggregate value of which for all such sales, transfers or leases during any fiscal year does not exceed $20,000,000 for such fiscal year (subject to the requirements for fair market value and/or cash consideration set forth in subsections (iii)(C) and (D) above if the sales, transfers or leases are from (or to) non-Loan Parties to (or from) Loan Parties, as applicable, and a Potential Default or Event of Default has occurred and is continuing)Closing Date.
Appears in 1 contract
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 ofof (each, a “Disposition”) 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 Capital Stock of a Subsidiary of such Loan Party) Party and with respect to any Subsidiary of the Borrower, the issuance of Capital Stock of such Subsidiary, but excluding any issuance of Capital Stock by the Borrower), except:
(i) transactions Dispositions involving the sale of inventory in the ordinary course of business;
(ii) any sale, transfer or lease Dispositions of assets in the ordinary course of business which are no longer necessary or required in the conduct of a such Loan Party's ’s or its such Subsidiary's ’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 Dispositions constituting Investments permitted under 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 8.2.4 [Loans and Investments] and guaranties Dispositions permitted under clauses (i) through (iii) of Section 8.2.5 [Liquidations, Mergers Consolidations];
(iv) Dispositions of assets in the ordinary course of business which are replaced by Section 7.2.3 [Guaranties]substitute assets acquired or leased;
(v) Dispositions of Permitted Investments;
(vi) Dispositions in connection with Casualty Events;
(vii) the unwinding of Interest Rate Xxxxxx and Foreign Currency Xxxxxx;
(viii) assignmentsleases, subleases, licenses and or sublicenses of intellectual property in entered into the ordinary course of business, in each case, which do not materially interfere with the business of the Borrower and its Subsidiaries; andor
(ix) any additional salesother Disposition, transfers so long as the after-tax proceeds (as reasonably estimated by the Borrower) are reinvested or leases applied as a mandatory prepayment of assets, the aggregate value Term Loans in accordance with the provisions of which for all such sales, transfers or leases during any fiscal year does not exceed $20,000,000 for such fiscal year (subject to the requirements for fair market value and/or cash consideration set forth in subsections (iii)(C) and (D) above if the sales, transfers or leases are from (or to) non-Loan Parties to (or from) Loan Parties, as applicable, and a Potential Default or Event Section 5.7.1 [Sale of Default has occurred and is continuing)Assets] above.
Appears in 1 contract
Samples: Credit Agreement (Gentex Corp)
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 in the ordinary course of business which are no longer necessary or required in the conduct of a such Loan Party's ’s or its such Subsidiary's ’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 a 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 DateParty, 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, in each case in the ordinary course of business substantially consistent with past practice (“Ordinary Course”);
(D) any Subsidiary of the Parent Company that is not a Loan Party to a Loan Party, outside the Ordinary Course, provided that the consideration paid by such Loan Party (x) must not be greater than fair market value, (y) if paid as Indebtedness, is permitted under Section 8.2.1 [Indebtedness], and (z) when added with the outstanding loans, investments and advances made by Loan Parties in Subsidiaries of assets with a value the Parent Company that are not in excess of Loan Parties pursuant to Section 8.2.4(iv)(D), does not exceed $5,000,000 in the aggregate during aggregate; and
(E) any Loan Party to any Subsidiary of the period from Parent Company that is not a Loan Party, outside the Closing Date through the Expiration DateOrdinary Course, unless provided that (x) the consideration paid for by such assets (which consideration, if a Potential Default or Event of Default has occurred and is continuing, shall Subsidiary must not be limited to cash) is less than fair market value, (y) if paid as Indebtedness, is permitted under Section 8.2.1 [Indebtedness], and (z) the fair market value of such sold, transferred or leased assets, when added with the outstanding loans, investments and advances made by Loan Parties in Subsidiaries of the Parent Company that are not Loan Parties pursuant to Section 8.2.4(iv)(D), does not exceed $5,000,000 in the aggregate;
(iv) [intentionally omitted]any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased;
(v) [intentionally omitted];
(vi) dividends and distributions permitted by Section 7.2.5 8.2.5 [Dividends and Related Distributions];
(vii) investments, advances and loans permitted by Section 7.2.4 8.2.4 [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 assetsassets for fair market value, the aggregate fair market value of which for all such sales, transfers or leases during any fiscal year does not exceed $20,000,000 2,000,000 for such fiscal year (subject to the requirements for fair market value and/or cash consideration set forth in subsections (iii)(C) and (D) above if the sales, transfers or leases are from (or to) non-Loan Parties to (or from) Loan Parties, as applicable, and a Potential Default or Event of Default has occurred and is continuing)year.
Appears in 1 contract
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: (Aa) any Loan Party to another Loan Party; (Bb) 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; (Cc) 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 Documentspaid; and (Dd) 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]any transaction permitted under Section 7.2.6(i)(c);
(v) [intentionally omitted]any Loan Party or any Subsidiary thereof in connection with a Permitted Securitization Facility;
(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 aggregate value of which for all such sales, transfers or leases during any fiscal year does not exceed $20,000,000 50,000,000 for such fiscal year (subject to the requirements for fair market value and/or cash consideration set forth in subsections (iii)(Ciii)(c) and (Dd) above if the sales, transfers or leases are from (or to) non-Loan Parties to (or from) Loan Parties, as applicable, and a no Potential Default or Event of Default has occurred and is continuing).
Appears in 1 contract
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 in the ordinary course of business which are no longer necessary or required in the conduct of a such Loan Party's ’s or its such Subsidiary's ’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 a 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 DateParty, 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, in each case in the ordinary course of business substantially consistent with past practice (“Ordinary Course”);
(D) any Subsidiary of the Parent Company that is not a Loan Party to a Loan Party, outside the Ordinary Course, provided that the consideration paid by such Loan Party (x) must not be greater than fair market value of the assets sold, transferred or leased, (y) if paid as Indebtedness, is permitted under Section 8.2.1 [Indebtedness], and (z) either (I) when added with the outstanding loans, investments and advances made by Loan Parties in Subsidiaries of the Parent Company that are not Loan Parties pursuant to Section 7.2.4(iv)(D) (not including those set forth on Schedule 7.2.4), does not exceed $3,000,000 in the aggregate at any time or (II) is set forth on Schedule 7.2.4; and
(E) any Loan Party to any Subsidiary of the Parent Company that is not a Loan Party, outside the Ordinary Course, provided that the consideration paid by such Subsidiary (x) must not be less than fair market value of such sold, transferred or leased assets, and, if paid as Indebtedness, is permitted under Section 7.2.1 [Indebtedness], and (y) when added with the outstanding loans, investments and advances made by Loan Parties in Subsidiaries of the Parent Company that are not in excess of Loan Parties pursuant to Section 7.2.4(iv)(D), does not exceed $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 valueaggregate;
(iv) [intentionally omitted]any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased;
(v) [intentionally omitted]sales, transfers, leases or other dispositions of assets of Immaterial Subsidiaries;
(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];; and
(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 aggregate value of which for all such sales, transfers or leases during any fiscal year does not exceed $20,000,000 for such fiscal year (subject to the requirements for fair market value and/or cash consideration set forth in subsections (iii)(C) and (D) above if the sales, transfers or leases are from (or to) non-Loan Parties to (or from) Loan Parties, as applicable, and a Potential Default or Event of Default has occurred and is continuing).
Appears in 1 contract
