Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Dispositions of Properties. 47 SECTION 6.05
Dispositions of Properties. The Borrower shall not, and shall not permit any Subsidiary to, sell, convey, assign, lease, transfer, abandon or otherwise dispose of, voluntarily or involuntarily, directly or indirectly, any of its properties, now existing or hereafter acquired, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except:
(a) Sales of inventory, licenses (as licensor) of software or other intellectual property, all in the ordinary course of business;
(b) Disposition of equipment and other operating assets which are obsolete or no longer useful in the business of the Borrower or such Subsidiary, as the case may be;
(c) Lease or sublease of unoccupied office space;
(d) Dispositions in Permitted Mergers, and other dispositions between Wholly Owned Subsidiaries of the Borrower;
(e) Disposition outside the ordinary course of business of all (but not less than all) of the Shares of Capital Stock of TIMCO, or substantially all the assets of TIMCO (but not less than substantially all of such assets), subject to the following conditions:
(i) any such disposition of property is for not less than the Fair Market Value of the property disposed of (as determined in good faith by the Board of Directors of the transferor, whose determination shall be evidenced by a written resolution of such Board), and the consideration received by the Borrower or the relevant Subsidiary in respect of such disposition consists entirely of cash or Cash Equivalent Investments; and
(ii) in the case of disposition of Shares of Capital Stock of, or assets of, TIMCO, TIMCO shall be conducting substantially the business conducted by it on the Closing Date, and shall not be conducting any different or additional business or have any material assets in addition to those it had on the Closing Date; and
(f) Other dispositions of property from time to time for not less than its Fair Market Value, provided that dispositions under this Section 7.09(f) shall not exceed $5,000,000 in the aggregate in any fiscal year. Without limitation of the foregoing, it is understood that the following are dispositions of property subject to this Section 7.09: any disposition of accounts, chattel paper or general intangibles, with or without recourse; any disposition of any leasehold interest; and any disposition of any Shares of Capital Stock in or Indebtedness of any Subsidiary. The Borrower shall not, and shall not permit any Subsidiary to sell, convey, assign, transfer or otherwise dispose...
Dispositions of Properties. A Loan Party shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, transfer, abandon or otherwise dispose of, voluntarily or involuntarily, any of its properties, except:
(a) Each Loan Party and each Subsidiary of each Loan Party may sell inventory in the ordinary course of business;
(b) Each Loan Party and each Subsidiary of each Loan Party may license or otherwise reasonably convey its intellectual property and other intangible assets to the extent and in the manner that is characteristic of the industry of the Loan Parties provided that such Loan Party or Subsidiary of a Loan Party shall do nothing to prevent a collateral assignment of any such license agreement to the Agent, for the benefit of the Lenders; and
(c) Each Loan Party and each Subsidiary of each Loan Party may dispose of property which is obsolete or no longer useful in the business of the Borrowers or such Subsidiary.
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, transfer, abandon or otherwise dispose of, voluntarily or involuntarily, any material part of its properties, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except the Borrower and any of its Subsidiaries may sell inventory in the ordinary course of business, sell or dispose of equipment in the ordinary course of business that is obsolete or no longer useable by or no longer useful to the Borrower or such Subsidiary in its business or sell or exchange any equipment so long as the purpose of such sale or exchange is to acquire replacement items of equipment which are the functional equivalent of the items of equipment so sold or exchanged. By way of illustration, and without limitation, it is understood that the following are dispositions of property subject to this Section 6.10: any disposition of accounts, chattel paper or general intangibles, with or without recourse. For purposes of this provision, any transaction involving the disposition of properties having a value in excess of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) shall be deemed to be material. Nothing in this Section 6.10 shall be construed to limit any other restriction on dispositions of property imposed by the Security Agreement or otherwise in the Loan Documents.
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its ------- Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business, (b) that is obsolete, (c) comprising generating assets, provided that the aggregate book -------- value of all generating assets Disposed of pursuant to this Section 6.04(c) from and after the date hereof shall not exceed $500,000,000, and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c), provided that the -------- aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000.
Dispositions of Properties. No Borrower shall sell, convey, assign, lease, transfer, abandon or otherwise dispose of, voluntarily or involuntarily, any of its properties, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except:
(a) The Borrowers may sell inventory in the ordinary course of business;
(b) The Borrowers may dispose of equipment which is obsolete or no longer useful in the business of such Borrower;
(c) The Cash Equivalent Investments described in Section 6.5(d); and
(d) The Borrowers may dispose of any division or Subsidiary with an enterprise value on an arms length basis per transaction of $500,000 or less. By way of illustration, and without limitation, it is understood that the following are dispositions of property prohibited under this Section 6.10: any disposition of accounts, chattel paper or general intangibles, with or without recourse, and any disposition of any leasehold interest. Nothing in this Section 6.10 shall be construed to limit any other restriction on dispositions of property imposed by the Security Documents or otherwise in the Loan Documents.
Dispositions of Properties. (a) Without the consent of Lender, Borrowers will not sell, lease, assign, transfer, or otherwise dispose of (collectively, a “Disposition”) any of the Borrowers Property except:
(i) Dispositions of inventory (including oil and gas processed, sold and transported in connection with their Pipeline Systems) in the ordinary course of business; or
(ii) Dispositions of Property no longer used or useful in the conduct of its business.
(b) Except as permitted by Section 6.10, Borrowers will not enter into any contract or agreement affecting Borrowers’ title to or operation of the Borrowers’ Property or the processing, sale or transportation of oil and gas therefrom, other than:
(i) division orders and transfer orders or other agreements entered into in the ordinary course of business which are cancelable upon 30 days notice without penalty or liability,
(ii) gas processing, purchase, sales or transportation contracts with a term less than six (6) months entered into in the ordinary course of business, and
(iii) agreements or contracts entered into in the ordinary course of business which do not, individually or in the aggregate, materially affect their Pipeline Systems. The Borrowers may retain the proceeds from any Disposition so long as Borrowers or Guarantor are not (or immediately after the Disposition will not be) in Default hereunder.
Dispositions of Properties. 38 6.9 Dealings with Affiliates......................................................... 38 6.10 Limitation on Other Restrictions on Amendment of the Loan Documents, etc.......................................................................... 39
Dispositions of Properties. 38 7.10 Dealings with Affiliates.................................39 7.11 Limitations on Modification of Certain Agreements and Instruments....................39 7.12 Limitation on Payments on Certain Obligations............40 7.13 Limitation on Other Restrictions on Liens, Dividend Restrictions on Subsidiaries, etc............40 7.14 Limitation on Other Restrictions on Amendment of the Loan Documents, etc............................41 -ii- 265 7.15 Limitation on Certain Benefit Liabilities................41 7.16 Fiscal Year..............................................41 ARTICLE VIII DEFAULTS.................................................42
