Common use of Dispositions of Assets Clause in Contracts

Dispositions of Assets. Except as otherwise provided in this Section, none of the Borrowers or the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectly, become a party to or effect any disposition of assets (other than (x) an Excluded Asset Disposition which shall be deemed to be permitted by this Section 7.04(b), and (y) the Disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose of all or any material portion of its assets to another Borrower, and for the avoidance of doubt, and notwithstanding anything else in this Section 7.04(b) to the contrary, in the case of the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after December 21, 2021 having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swap, so long as such asset swap in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiary.

Dispositions of Assets. Except as otherwise provided in this Section, none of the Borrowers Obligors or the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectly, become a party to or agree to or effect any disposition Disposition of assets (other than (x) an Excluded Asset Disposition which shall be deemed to be permitted by this Section 7.04(b10.2.4(b), and (y) the Disposition of assets or Equity Interests owned by a Borrower an Obligor or Non-Borrower Subsidiary to a Borrower an Obligor except that the Parent Company may not Dispose of all or any material portion of its assets to another BorrowerObligor, and for the avoidance of doubt, and notwithstanding anything else in this Section 7.04(b10.2.4(b) to the contrary, in the case of the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, or clause (c) below, no such Disposition shall trigger the requirement to obtain or provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, provided that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement,): (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) during the Borrowers term of this Agreement, the Obligors and the Non-Borrower Subsidiaries may dispose of, sell or transfer Dispose of assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent Company from and after the Closing Date having an aggregate fair market value not in excess of 10.05% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter Fiscal Quarter for which financial statements have been furnished under Section 6.04(a10.1.2(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer Disposition of assets (or a series of related sales or transfers) after December 21, 2021 the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent Company in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent Company to Agent at least ten Business Days (or such later date agreed by the Administrative Agent Agent) prior to the consummation of such sale or transfer, along with (x) a compliance certificate evidencing compliance with calculating the foregoing limitation Fixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio and pro forma compliance with the covenants set forth Minimum Consolidated EBITDA Test (whether or not a Financial Covenant Trigger Period is in Section 7.11 effect) after giving effect to such sale Disposition (and provided that the Borrowers shall not be required to demonstrate compliance with the Fixed Charge Coverage Ratio or transfer and any applicable Elevated the Consolidated First Lien Leverage Ratio Periodunless a Financial Covenant Trigger Period is in effect or would be caused thereby), and (y) a written pro forma Borrowing Base Report giving effect to such disposition and showing no Overadvance exists or will arise as a result of such Disposition, and shall promptly provide such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swap, so long as such asset swap in the reasonable business judgment of the Parent Company does not have a Material Adverse Effect; provided, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii10.2.4(b) of all or substantially all of the assets (x) of a Borroweran Obligor, such Borrower Obligor may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower Obligor are transferred to an existing Borrower Obligor and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower an Obligor or a Non-Borrower Subsidiary. The Obligors shall promptly notify the Agent of such liquidation or dissolution.

Dispositions of Assets. Except as otherwise provided in this Section, none of the Borrowers or the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectly, become a party to or effect any disposition of assets (other than (x) an Excluded Asset Disposition which shall be deemed to be permitted by this Section 7.04(b), and (y) the Disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose of all or any material portion of its assets to another Borrower, and for the avoidance of doubt, and notwithstanding anything else in this Section 7.04(b) to the contrary, in the case of the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.07.5% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after December 21, 2021 the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Periodtransfer, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swap, so long as such asset swap in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiary. The Borrowers shall notify the Administrative Agent promptly following any such liquidation or dissolution.

Dispositions of Assets. Except as otherwise provided in this Section, none of the Borrowers or the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectly, become a party to or effect any disposition of assets (other than (x) an Excluded Asset Disposition which shall be deemed to be permitted by this Section 7.04(b), and (y) the Disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose of all or any material portion of its assets to another Borrower, and for the avoidance of doubt, and notwithstanding anything else in this Section 7.04(b) to the contrary, in the case of the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.07.5% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after December 21, 2021 the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Periodtransfer, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swap, so long as such asset swap in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiary.

Dispositions of Assets. Except as otherwise provided in this Section, none Without limiting the obligation of the Borrowers or Borrower under Section 7.03 to obtain the Non-consent of the Required Lenders to any Disposition not otherwise permitted hereunder, the Borrower Subsidiaries agrees (other than i) two (2) Business Days prior to the Insurance Subsidiary) shall, directly or indirectly, become a party to or effect occurrence of any disposition of assets (or properties other than (x) an Excluded Asset Disposition which shall be deemed pursuant to be permitted by this Section 7.04(b7.03(a), to deliver to the Agent (in sufficient copies for each Lender) a statement, certified by the chief executive officer or chief financial officer of the Borrower and in reasonable detail, of the estimated amount of the Net Cash Proceeds of such Disposition and (yii) that in the event such Disposition is completed, the Borrower will prepay the Notes, and the Commitments will be subject to automatic reduction, as follows: (A) on the date of assets or Equity Interests owned such Disposition, in an aggregate amount equal to 100% of the Net Cash Proceeds of such Disposition received by a the Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose of all or any material portion of its assets to another Borrower, and for the avoidance of doubt, and notwithstanding anything else in this Section 7.04(b) to the contrary, in the case of the transactions described in clauses (x) and (y) Operating Companies on the date of this parenthetical, clause (b)(i) below, or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (iiB) thereafter, quarterly, on the date of the delivery to the Agent pursuant to Section 6.05 hereof of the financial statements for each fiscal quarter or (if earlier) the Borrowers and date which is forty-five (45) days after the Non-end of such fiscal quarter, to the extent the Borrower Subsidiaries may dispose of, sell or transfer assets (including any Operating Company shall receive Net Cash Proceeds during such fiscal quarter under deferred payment arrangements or investments entered into or received in connection with any Disposition, an asset swap) or Equity Interests of any Subsidiaries amount equal to 100% of the Parent aggregate amount of such Net Cash Proceeds, provided that if, prior to the date upon which the Borrower would otherwise be required to make a prepayment under this paragraph (B) with respect to any fiscal quarter, all such Net Cash Proceeds received in cash shall aggregate an amount that will require a prepayment of $250,000 or more under this paragraph (B) with respect to such fiscal quarter, then the Borrower shall immediately make a prepayment under this paragraph (B) in an amount equal to such required prepayment. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 1.06(e) with respect to the Net Cash Proceeds from any such Disposition (1) to the extent that the aggregate Net Cash Proceeds of such Disposition and after the Closing Date having an aggregate fair market value all prior Dispositions do not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after December 21, 2021 having a fair market value in excess of exceed $5,000,000, be determined to be fair and reasonable by or (2) in the board of directors of event that the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by Borrower advises the Parent to Agent at the Administrative Agent prior to time the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to Net Cash Proceeds from such Disposition as is reasonably requested by the Administrative Agent, and, are received that it intends to reinvest such Net Cash Proceeds in the case of an asset swapreplacement assets pursuant to a Permitted Acquisition, so long as such asset swap in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiary.as:

Dispositions of Assets. Except as Sell, lease, assign, transfer, or otherwise dispose of, or permit any Subsidiary of Borrower to sell, lease, assign, transfer, or otherwise dispose of, any asset, including, without limitation, any shares of any capital stock of any Subsidiary of such Person and Water Rights; provided that: 6.6.1 Borrower and its Subsidiaries may, in this Sectionthe ordinary course of business and on commercially reasonable terms, none (a) sell inventory, (b) effect Permitted Water Sales or (c) license Trademarks or Patents to third parties; 6.6.2 Borrower and its Subsidiaries may lease real property to others in the ordinary course of business, for a term (including all extensions and renewals) not to exceed three (3) years; 6.6.3 Provided that Borrower causes to be paid to Lender, from escrow, the amount required to be paid to Lender under Section 2.4.1(d), Borrower may sell Blythe Ranch at a price, payable in cash at the close of sale, equal to at least the Blythe Ranch Release Price; and (a) Subject to Sections 6.6.4(b) and (c), Borrower may sell any asset listed on the Minimum Release Price Schedule ("Pre Identified Asset"; provided that such term shall exclude Blythe Ranch), at a price equal to at least the Minimum Sales Price for such Pre Identified Asset and on terms requiring that the full sales price be paid, in cash, by the close of sale. (b) Asset Sales Proceeds from any sale permitted under Section 6.6.4(a) shall be paid to Xxxx Xxxxxxx to be applied to reduction of the Borrowers principal of the Xxxx Xxxxxxx Obligations, as follows: (i) if the relevant Pre Identified Asset is sold on or before the Non-Borrower Subsidiaries (other than third anniversary of the Insurance Subsidiary) shallEffective Date, directly or indirectly, become a party to or effect any disposition of assets (other than (x) an Excluded Asset Disposition which shall be deemed to be permitted by this Section 7.04(b)50% towards the payment of the next required installments of principal due under the Xxxx Xxxxxxx Obligations, in the order of their maturity, and (y) 50% toward the Disposition payment of assets the installments (including the final balloon payment) of principal due under the Xxxx Xxxxxxx Obligations in the inverse order of their maturity, until an aggregate amount of $30,000,000 has been so applied in accordance with this clause (i); provided that (p) no more than $25,000,000 in Asset Sales Proceeds from the sale of Tier A Pre Identified Assets shall be so applied; and (q) if such Asset Sales Proceeds are received: (A) at a time when the Xxxx Xxxxxxx Obligations have been accelerated; or (B) at a time when (1) there has occurred any default in (a) the payment when due of any scheduled installment of principal or Equity Interests owned by a Borrower interest under the Xxxx Xxxxxxx Obligations, or Non-Borrower Subsidiary to a Borrower except that (b) the Parent may not Dispose payment, within ten (10) days after written demand therefor, of all or any material portion of its assets to another Borrowerother amounts due under the Xxxx Xxxxxxx Obligations aggregating at least $250,000, and for (2) the avoidance overdue payment(s) have not been made (from funds other than such Asset Sales Proceeds); or (C) at a time when the Restructured Loan has been accelerated and such acceleration has not been rescinded; or (D) after the occurrence of doubtany of the following: (1) the receipt by Lender, and notwithstanding anything else in this Section 7.04(b) application by Lender to the contrary, in the case payment of the transactions described obligations of Borrower under the Loan Documents, of any dividends, cash, securities, instruments or other property or distributions under Section 3 of the Stock Pledge Agreement executed by Cadiz in clauses (x) and (y) favor of this parenthetical, clause (b)(i) belowLender, or clause the exercise (cby proxy or otherwise) below, no by Lender of any voting or other consensual rights with respect to the stock of Borrower pursuant to Section 4 of such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Stock Pledge Agreement, (i2) the Borrowers exercise by Lender, prior to acceleration of the Restructured Loan, of any right or remedy arising upon or after a Default that (a) results in Borrower's loss of use or control of any assets (other than the Cash Account or the cash therein) such that Borrower is rendered unable to conduct business substantially in the ordinary course, or (b) constitutes a liquidation by Lender of any material assets (other than property subject to the Xxxx Xxxxxxx Liens) into cash proceeds for the benefit of Lender, or (3) the exercise by Lender of any right of set off Lender may consummate have with respect to assets of Borrower or any Subsidiary of Borrower, under Section 8.9 or otherwise; then Xxxx Xxxxxxx may allocate the Permitted Xxxxxxxxx Dispositionentire amount of such Asset Sales Proceeds to the payment of amounts due under the Xxxx Xxxxxxx Obligations in accordance with the provisions of the Xxxx Xxxxxxx Loan Documents; and (ii) to the Borrowers and extent that (A) Asset Sales Proceeds from the Non-Borrower Subsidiaries may dispose ofsale of Tier A Pre Identified Assets exceed $25,000,000, sell or transfer assets (including in connection with an asset swapB) or Equity Interests Asset Sales Proceeds from all sales of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Pre Identified Assets (other than that portion of Asset Sales Proceeds from the “Disposition Basket”) (as measured at the end sale of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after December 21, 2021 having a fair market value Tier A Pre Identified Assets in excess of $5,000,00025,000,000) exceed $30,000,000, be determined to be fair and reasonable by or (C) the board of directors relevant Pre Identified Asset is sold after the third anniversary of the Parent Effective Date, toward the payment of the installments of principal (including the final balloon payment) due under the Xxxx Xxxxxxx Obligations in the inverse order of their maturity. For purposes of this Agreement, a Pre Identified Asset shall be deemed to have been "sold" on or before the third anniversary of the Effective Date if (r) the sale of such Pre Identified Asset closes on or before such third anniversary, or (s) (A) a contract for the sale of such Pre Identified Asset has been executed and delivered, and an escrow for such sale has been opened, on or before the third anniversary of the Effective Date, and (B) such sale closes on or before the date that is six months after the date on which escrow was opened. (c) Notwithstanding the foregoing, if any sale of a Pre Identified Asset permitted under Section 6.6.4 includes a sale of crops growing on such Pre Identified Asset at the time of closing of such sale: (i) Borrower (or the relevant Subsidiary) and the purchaser shall agree upon in good faith and evidenced by on arm's length terms, and reflect in writing, a resolution separate purchase price for such growing crops (the "Crop Value"); and (ii) if the Crop Value is less than 80% of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect Funded Crop Costs allocable to such sale Pre Identified Asset, then Borrower (or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swap, so long as such asset swap in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower relevant Subsidiary, if applicable) shall not sell such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by Pre Identified Asset together with such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiarygrowing crops except with Lender's express prior written consent.

Dispositions of Assets. Except as otherwise provided in this SectionThe Borrower shall not, none and shall not permit any of the Borrowers or the Non-Borrower its Consolidated Subsidiaries (other than the Insurance Subsidiary) shallto, directly or indirectly, voluntarily or involuntarily, sell convey, assign, lease, abandon or otherwise transfer or dispose of (any of the foregoing being referred to in this Section 7.10 as an "Asset Disposition" and any series of related Asset Dispositions constituting but a single Asset Disposition), any of its property or assets (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper or general intangibles, with or without recourse), or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except for the following: (a) Asset Dispositions (including transfers of obsolete or worn out property and the sale of inventory) in the ordinary course of business and Asset Dispositions consisting of casualty losses to the extent the insurance proceeds resulting therefrom are applied to repair or replace the affected assets and condemnations to the extent the proceeds resulting therefrom are applied to acquire equivalent assets; (b) Asset Dispositions between Guarantors; (c) Asset Dispositions not described in Section 7.10(a), (b), (d) or (e), up to a party maximum aggregate book value of $20,000,000, at the fair market value thereof; provided (i) 80% of the consideration received is in immediate exchange for cash (with any note or other obligation that is immediately converted into cash being deemed to be cash in the amount so converted); (ii) if at any time the aggregate fair market value of all assets disposed of pursuant to this Section 7.10(c), the proceeds of which have not been applied in accordance with Section 2.05(c)(i)(A) or effect reinvested as provided below, shall exceed $5,000,000, on the date of the closing thereof, the Borrower shall apply the Net Cash Proceeds of such asset disposition to make a prepayment in accordance with Section 2.05(c)(i)(A) unless (A) to the extent that the Borrower shall intend to (and, within sixty (60) days after the closing of such transaction, shall) reinvest such proceeds in Permitted Asset Disposition Proceeds Reinvestments, the Borrower shall not be required to make such prepayment (and the Borrower hereby further agrees that, in the event that it shall make any disposition of assets (other than (x) an Excluded Asset Disposition in accordance with the foregoing, which assets constitute Collateral, and it shall be deemed required to be permitted by this Section 7.04(b)make any reinvestment of the proceeds thereof as aforesaid, it shall make such reinvestment only in assets which would also constitute Collateral, and (y) the Disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose of all or any material portion of its assets to another Borrower, it shall also execute such documents and for the avoidance of doubt, instruments and notwithstanding anything else in this Section 7.04(b) to the contrary, in the case of the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after December 21, 2021 having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and take such other information and documentation related or further actions as the Collateral Agent may reasonably request in order to such Disposition as is reasonably requested by the Administrative Agent, and, create or perfect a Lien thereon in the case of an asset swap, so long as such asset swap in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any favor of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, Agent for the benefit of the Secured Bank Parties, ); and (yB) to the extent that a reinvestment of the type contemplated by the preceding clause (A) shall not have occurred within sixty (60) days after the closing of such transaction, then the Borrower shall make such prepayment within five Business Days thereafter and otherwise in accordance with Section 2.05(c)(i)(A); and (iii) on the date of the consummation of each Asset Disposition of the type contemplated by this Section 7.10(c), the Borrower shall provide the Administrative Agent with written notice thereof; (d) An Asset Disposition consisting of the sale, transfer, carryover, lease or other disposition of the Monessen Facility; provided, that the Net Cash Proceeds of any transaction pursuant to this Section 7.10(d) shall be applied in accordance with Section 2.05(c)(i)(A); and (e) upon request and with the consent of the Required Banks (such consent not to be unreasonably withheld), other sales, conveyances, assignments or other transfers or dispositions of property or assets at fair market value; provided, that the Net Cash Proceeds of all transactions pursuant to this Section 7.10(e) shall be applied in accordance with Section 2.05(c)(i)(A). Upon request of the Borrower, the Collateral Agent (acting on behalf of all the Bank Parties) shall execute and deliver such instruments and documents (including releases of Liens) as the Borrower may reasonably request in order to permit the Borrower to consummate any of the transactions contemplated by subsections (a) through (d) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiarythis Section 7.10.

Dispositions of Assets. Except as otherwise provided in this Section, none of the Borrowers or the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectly, become a party to or effect any disposition of assets (other than (x) an Excluded Asset Disposition which shall be deemed to be permitted by this Section 7.04(b), and (y) the Disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose of all or any material portion of its assets to another Borrower, and for the avoidance of doubt, and notwithstanding anything else in this Section 7.04(b) to the contrary, in the case of the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after December the date hereofDecember 21, 2021 having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swap, so long as such asset swap in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiary.

Dispositions of Assets. Except as otherwise provided in this Section, none of the Borrowers or the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectly, become a party to or agree to or effect any disposition of assets (other than (x) an Excluded Asset Disposition which shall be deemed to be permitted by this Section 7.04(b)assets; provided that, and (y) the Disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose of all or any material portion of its assets to another Borrower, and for the avoidance of doubt, and notwithstanding anything else in this Section 7.04(b) subject to the contrary, mandatory repayment provisions in the case respect of the transactions described Loans set forth in clauses (x) and (y) of this parenthetical, clause (b)(i) below, or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below2.05(b)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted Xxxxxxxxx Disposition; and (ii) , the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.05% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after December 21, 2021 having a fair market value in excess of $5,000,000, be as determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Periodtransfer, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swap, so long as such asset swap in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment payment in full of all of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii7.04(b) unless any the Liens securing any Indebtedness incurred pursuant to Section 7.03(j) the Second Lien Notes in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness the Second Lien Notes as and to the extent required by the intercreditor agreement applicable theretoIntercreditor Agreement. Upon a disposition permitted by this Section 7.04(b)(ii7.04(b) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, Agent for the benefit of the Secured PartiesLenders and the Agents. The Borrowers shall notify the Administrative Agent prior to any such liquidation or dissolution. Notwithstanding the foregoing, the sale of inventory, the licensing of intellectual property and (y) the disposition of a Non-Borrower Subsidiaryobsolete assets or assets that are no longer useful, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary in each case in the ordinary course of business consistent with past practices, are transferred to a Borrower or a Non-Borrower Subsidiarypermitted hereunder without being charged against the Basket.