Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect; (c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions: (i) that no Default exists at the time of such Disposition or would result from such Disposition; (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and (iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash; (g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and (h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.
Appears in 4 contracts
Samples: Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Logistics Lp)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by the Borrower or any Restricted Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Borrower or a Subsidiary GuarantorLoan Party;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed the greater of (i) $20,000,000100,000,000 and (ii) 3% of Consolidated Net Tangible Assets; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and;
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), ; and
(i) Dispositions of Equity Interests of Unrestricted Subsidiaries. provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.
Appears in 4 contracts
Samples: Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Logistics Lp)
Dispositions. Make The Borrower and its Subsidiaries shall not make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out propertyproperty or property no longer useful in the business of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and Investments in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; any other Subsidiary provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower no Default exists or a Subsidiary Guarantorwould result therefrom;
(e) Dispositions of property by the Borrower or any Subsidiary not otherwise permitted by so long as such Dispositions are for fair market value and are in an aggregate amount not exceeding 10% of the Consolidated Net Worth of the Borrower in any calendar year provided (x) no Default exists or would result therefrom and (y) after giving effect to such transaction the Borrower would be in pro forma compliance with Section 7.047.11;
(f) Dispositions by leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cashSubsidiaries;
(g) Dispositions transfers of property (i) resulting from the condemnation thereof or (ii) that has suffered a subject to casualty (constituting a total loss or constructive total loss of such property), in each case events upon or after receipt of the condemnation proceeds or insurance proceeds of payments with respect to such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)casualty event; and
(h) so long as no Default has occurred and is continuing, sales or discounts without recourse of accounts receivable arising in the grant ordinary course of any option business in connection with the compromise or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valuecollection thereof.
Appears in 3 contracts
Samples: Credit Agreement (Mercury General Corp), Credit Agreement (Mercury General Corp), Credit Agreement (Mercury General Corp)
Dispositions. Make Dispose of (in one transaction or a series of transactions) any Disposition property or enter into Dispose of any agreement to make Capital Stock of any DispositionSubsidiary, except:
(a) Dispositions of property to a wholly-owned Subsidiary;
(b) Dispositions of surplus, obsolete or worn out property, whether now owned or hereafter acquiredproperty that is no longer useful, useable or economically viable in the conduct of the business;
(c) Dispositions of inventory in the ordinary course of business;
(bd) ordinary-course-of-business Dispositions of property (iother than Collateral) inventory; having a fair market value not to exceed $25,000,000 (iior the equivalent in any other currency) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with aggregate during the ordinary conduct term of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectthis Agreement;
(ce) Dispositions of equipment to the extent that (i) the relevant property subject to such property Disposition is exchanged for, or for credit against the purchase price of of, similar replacement property or (ii) the proceeds of such the relevant Disposition are reasonably promptly applied to the purchase price of such replacement property;
(df) Dispositions of property by subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantorsimilar proceeding);
(eg) Dispositions permitted by Section 7.04[Reserved];
(fh) Dispositions by required to comply with any requirement of a Governmental Authority or a Requirement of Law;
(i) Dispositions of cash and/or cash equivalents (including Permitted Cash Equivalents) in the ordinary course of business;
(j) Dispositions of assets for the purpose of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrower and its Subsidiaries Subsidiaries, taken as a whole, to conduct its business;
(k) Dispositions permitted pursuant to Section 7.4 or Section 7.6;
(l) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business, in an aggregate amount not otherwise permitted under this Section 7.05, subject to exceed $50,000,000 in any fiscal year;
(m) any other Disposition of any property in the following conditions:
ordinary course of business; provided that (i) that no Default exists the consideration for such Disposition shall be at least equal to the fair market value of such property at the time of such Disposition or would result from such Disposition;
, (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset consideration shall be paid to in cash and/or cash equivalents and (iii) the Borrower or such Subsidiary in cash;
aggregate amount (g) Dispositions of property (i) resulting from based upon the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss fair market value of such property), in each case upon ) of all property sold or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition otherwise disposed pursuant to Section 7.05(a), (b), (c), (f), all such Dispositions on and (g) shall be for fair market valueafter the Effective Date at the time of and after giving effect to any such Disposition does not exceed $10,000,000.
Appears in 3 contracts
Samples: Credit Agreement (PG&E Corp), Credit Agreement (PG&E Corp), Credit Agreement (PG&E Corp)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by the Borrower or any Restricted Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Borrower or a Subsidiary GuarantorLoan Party;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000100,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and;
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), ; and
(i) Dispositions of Equity Interests of Unrestricted Subsidiaries. provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.
Appears in 3 contracts
Samples: Credit Agreement (QEP Midstream Partners, LP), Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Corp /New/)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower Company or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year;
(g) Dispositions of retail installment sales contracts and related intangible property arising from the sale or lease of vehicles, assets, or services in the ordinary course of business;
(h) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) ; provided that no Default exists at the time of such Disposition Disposition, (i) no Default shall exist or would result from such Disposition;
Disposition and (ii) that in the aggregate book value case of all property Disposed a Disposition of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuingdealership Subsidiary, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions requirements of Section 7.05(f), 7.19 have been satisfied; provided, however, that any Disposition pursuant to Section 7.05(a), clauses (b), a) through (c), (f), and (gh) shall be for fair market value.
Appears in 3 contracts
Samples: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Permitted Transfers;
(b) Dispositions of (i) obsolete or worn out or surplus equipment or other property, or (ii) not usable or obsolete software, in each case, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property equipment is exchanged for credit against the purchase price of similar replacement property equipment or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyequipment or other property useful to the Loan Parties’ business;
(d) Dispositions of property permitted by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary GuarantorSection 6.04;
(e) Dispositions permitted resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by Section 7.04condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary;
(f) Dispositions Sale and Leaseback Transactions permitted by Section 6.13;
(g) sales, transfers and dispositions constituting Investments expressly permitted by Section 6.03;
(h) the Disposition, lapse, abandonment or other disposition of registered patents, trademarks and other intellectual property of the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:extent not economically desirable or material to the conduct of their business and so long as any such sale, lapse, abandonment or other disposition would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
other Dispositions so long as (iii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset consideration paid in connection therewith shall be cash or Cash Equivalents paid to contemporaneously with consummation of the Borrower or such Subsidiary transaction and shall be in cash;
(g) Dispositions an amount not less than the fair market value of the property (i) resulting from the condemnation thereof or disposed of, (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of transaction does not involve the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option sale or other right disposition of a minority Equity Interests in any Subsidiary, (iii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to purchase any asset other property concurrently being disposed of in a transaction that would be otherwise permitted under the provisions of this Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f)6.05, and (giv) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions in any fiscal year of the Borrower shall be for fair market valuenot exceed $15,000,000.
Appears in 3 contracts
Samples: Credit Agreement (Paycom Software, Inc.), Credit Agreement (Paycom Software, Inc.), Credit Agreement (Paycom Software, Inc.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of used, worn out, obsolete or worn out propertysurplus property by the Borrower or any Subsidiary of the Borrower in the ordinary course of business that is, whether now owned in the reasonable judgment of the Borrower, no longer economically practicable to maintain or hereafter acquired, useful in the conduct of its business;
(b) Dispositions of inventory in the ordinary course of business;
(bc) ordinary-course-of-business Dispositions by any Subsidiary of all or any of its business, property or assets to the Borrower or any Wholly Owned Subsidiary;
(d) (i) inventorymergers and acquisitions permitted by Section 6.03; and (ii) Cash Equivalents; transfers or dispositions permitted by Section 6.03(c);
(iiie) overdue accounts receivable in connection with licenses or sublicenses by the compromise Borrower or collection thereof (any Subsidiary of intellectual property and not in connection with general intangibles, including, without limitation, any financing transaction); proprietary software of the Borrower or any Subsidiary, and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses thatleases or subleases by the Borrower or any Subsidiary of other property, individually and in each case in the aggregate, ordinary course of business and which do not materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04Subsidiaries;
(f) any sale or other disposition of cash or Eligible Investments; provided, however, that, in the case of Eligible Investments, such sale or disposition shall be made solely for and in connection with the Borrower’s or any Subsidiary’s, as applicable, investment portfolio and in accordance with the Investment Policy of the Borrower or such Subsidiary, as applicable;
(g) ceding of insurance or reinsurance in the ordinary course of business;
(h) other Dispositions by of any assets of the Borrower or any of its Subsidiaries not otherwise permitted pursuant to the foregoing in this Section 6.05; provided that (A) no Default then exists or would result therefrom and (B) such assets to be Disposed pursuant to this Section 6.05(h), together with all assets of the Borrower and its Subsidiaries not otherwise permitted under previously Disposed pursuant to this Section 7.056.05(h), subject to do not in the following conditions:aggregate constitute a Substantial Portion of the assets of the Borrower and its Subsidiaries; and
(i) that no Default exists at the time Dispositions of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of Investments made in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000compliance with Section 6.04; and
(iiij) that at least 75% any Specified Life Settlement Subsidiary may issue and sell any of the purchase price for such asset shall be paid to the Borrower its Equity Interest in connection with an IPO or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss Rule 144A Offering of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valueSpecified Life Settlement Subsidiary.
Appears in 3 contracts
Samples: Credit Agreement (National General Holdings Corp.), Credit Agreement (National General Holdings Corp.), Credit Agreement (National General Holdings Corp.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower Company or a Subsidiary GuarantorGuarantor that is the direct or indirect parent of the transferor;
(e) Dispositions permitted by Section 7.04;
(f) any sale or assignment of accounts receivable arising in the ordinary course of business (and any general intangibles, documents, instruments or records related thereto) made in connection with a supply chain finance arrangement involving the Company and/or any of its Subsidiaries and a buyer of the products and/or services of the Company or its Subsidiaries (but not, for the avoidance of doubt, as part of any securitization or similarly structured transaction); provided that (i) any such sale or assignment must be made without recourse for credit risk to the Company and its Subsidiaries and otherwise on terms customary for supply chain finance arrangements and (ii) the aggregate amount of accounts receivable sold, assigned, conveyed or otherwise transferred pursuant to this clause (f) in any fiscal quarter shall not exceed $75,000,000;
(g) Dispositions by the Borrower Company and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
Disposition and (ii) that the aggregate book fair market value of the property being Disposed of, when taken together with the aggregate fair market value of all other property Disposed of in reliance on this clause (fg) while this Agreement is in any fiscal year effect, shall not exceed $20,000,000; and
(iii) that at least 7515.0% of Consolidated Total Assets (determined at the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions time of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt any given Disposition as of the condemnation proceeds or insurance proceeds end of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(iimost recently ended fiscal year); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), clauses (b), a) through (c), (f), and ) or (g) shall be for fair market value.
Appears in 3 contracts
Samples: Credit Agreement (Tetra Tech Inc), Credit Agreement (Tetra Tech Inc), Credit Agreement (Tetra Tech Inc)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Permitted Transfers;
(b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(e) Dispositions of accounts receivables to a third party in connection with the compromise, settlement or collection thereof in the ordinary course of business exclusive of factoring or similar arrangements;
(f) non-exclusive licenses of trademarks, service marks, trade names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses and other intellectual property rights in the ordinary course of business and substantially consistent with past practice; and
(g) other Dispositions so long as (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the Borrower and its Subsidiaries terms of Section 7.14, (iii) such transaction does not involve the sale or other disposition of a minority Equity Interests in any Subsidiary, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 7.05, subject to the following conditions:
and (iv) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate net book value of all property Disposed of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in reliance on this clause (f) all such transactions in any fiscal year of the Borrower shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value7,500,000.
Appears in 2 contracts
Samples: Credit Agreement (Agilysys Inc), Credit Agreement (Agilysys Inc)
Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, except:
except for Transfers (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Inventory in the ordinary course of business;
; (b) ordinaryof worn-courseout or obsolete Equipment that is, in the reasonable judgment of Co-ofBorrower, no longer economically practicable to maintain or useful in the ordinary course of business of Co-business Dispositions of (i) inventoryBorrower; (iic) Cash Equivalentsconsisting of Permitted Liens, Permitted Indebtedness and Permitted Investments; (iiid) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct consisting of the business sale or issuance of any stock of Co-Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Co-Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the Borrower terms of this Agreement or its Subsidiaries and do not materially detract from the value or other Loan Documents; (f) of non-exclusive licenses for the use of the property of a Co-Borrower or its Subsidiaries in the ordinary course of business; (g) of surplus Equipment in the ordinary course of business not otherwise permitted by this Section 7.1 in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate in any fiscal year; (h) of loans originated on Co-Borrowers’ platform and sold to third parties (other than Excluded Subsidiaries) in the ordinary course of business for fair market value (which they affect;
(c) Dispositions of equipment may or may not reflect a discount to the extent that par value); (i) of loans originated on Co-Borrowers’ platform and transferred to Excluded Subsidiaries in the ordinary course of business, such property is exchanged transferred loans to be financed through a combination of (1) third-party financing which constitutes Permitted Indebtedness hereunder, (2) Permitted Investments made by Co-Borrowers in such Excluded Subsidiaries and/or (3) direct equity investments by Persons commonly known as “backers” or “investors” for credit against the purchase price sole purpose of similar replacement property or financing such loans; and (iij) the proceeds dispositions of such Disposition are reasonably promptly applied Permitted Receivables Financing Assets pursuant to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property)Permitted Receivables Financings, in each case upon so long as the consideration for any such disposition is (i) in the form of cash or after receipt Retained Interests, (ii) in an amount at least equal to fair market value thereof (which may or may not reflect a discount to par value), (iii) the Retained Interest and all proceeds thereof shall constitute Collateral and all necessary steps to perfect a security interest in such Retained Interest for the benefit of Bank are taken by Co-Borrowers or the condemnation proceeds Subsidiary and (iv) no Default or insurance proceeds Event of Default shall have occurred and be continuing at the time such condemnation or casualtydisposition is made, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(hk) so long as no Default or Event of Default has occurred and or would result therefrom, a sale of Receivables by a Co-Borrower to any Person who is continuing, not an Affiliate from time to time pursuant to the grant terms of any option or other right whole loan sale program entered into between such Co-Borrower and such Person providing for the sale of specific Receivables by the Co-Borrower to purchase any asset such Person in a transaction that would be permitted under the provisions ordinary course of Section 7.05(f), the Co-Borrower’s business; provided, howeverin each case, that any Disposition pursuant to Section 7.05(a), One Hundred Percent (b), (c), (f)100%) of Co-Borrowers’ revenue received from such sales shall be paid promptly following such sale by depositing such revenues in the Designated Deposit Account, and (gl) shall be for fair market valueother Transfers in the ordinary course of business not otherwise permitted by this Section 7.1 not to exceed One Hundred Thousand Dollars ($100,000) in the aggregate in any fiscal year.”
Appears in 2 contracts
Samples: Loan and Security Agreement (Upstart Holdings, Inc.), Loan and Security Agreement (Upstart Holdings, Inc.)
Dispositions. Make Convey, sell, lease, transfer or otherwise dispose of (collectively “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, exceptexcept for:
(a) Dispositions Transfers in the ordinary course of obsolete business for reasonably equivalent consideration;
(b) Transfers to Borrower or worn out propertyany of its Subsidiaries from Borrower or any of its Subsidiaries;
(c) Transfers of property for fair market value or otherwise in the ordinary course of business and consistent with past practice, whether now owned such as free product samples;
(d) Transfers of property in connection with sale-leaseback transactions;
(e) Transfers of property to the extent such property is exchanged for credit against, or hereafter acquiredproceeds are promptly applied to, the purchase price of other property used or useful in the business of Borrower or its Subsidiaries;
(f) Transfers constituting non-exclusive licenses and similar arrangements for the use of any the property of Borrower or its Subsidiaries and, with respect to property immaterial to the business of Borrower and not generating revenue, other licenses and similar arrangements that may be exclusive in some or all respects;
(g) Transfers otherwise permitted by the Loan Documents;
(h) sales or discounting of delinquent accounts in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; Transfers associated with the making or disposition of a Permitted Investment;
(iij) Cash Equivalents; (iii) overdue accounts receivable Transfers in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights a permitted acquisition of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct a portion of the business of the Borrower assets or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;rights acquired; and
(ck) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries Transfers not otherwise permitted under in this Section 7.057.1, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) provided, that the aggregate book value of all property Disposed of in reliance on this clause (f) such Transfers by Borrower and its Subsidiaries, together, shall not exceed in any fiscal year shall not exceed $20,000,000; and
year, two and one-half percent (iii2.5%) that at least 75% of Borrower’s consolidated total assets as of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt last day of the condemnation proceeds or insurance proceeds fiscal year immediately preceding the date of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valuedetermination.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ista Pharmaceuticals Inc), Loan and Security Agreement (Ista Pharmaceuticals Inc)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of assets no longer used or useful in the conduct of its business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by (i) the Borrower to any Loan Party and (ii) any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such a Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cashSpecified Property;
(g) Dispositions transfers of property (i) resulting from as a result of the condemnation thereof exercise of “eminent domain” or (ii) that has suffered other similar policies and transfers of property subject to a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)event; and
(h) so long as no Default has occurred and is continuing, the grant Disposition of any option or assets (other right than pursuant to purchase any asset in clauses (a) through (g) above) after the date hereof having a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, cumulative book value not to exceed $5,000,000; provided that any Disposition pursuant to Section 7.05(a), (b), (cSections 7.05(b), (f), ) and (gh) shall (i) be for fair market valuevalue and (ii) made in exchange for consideration in cash and Cash Equivalents in an amount not less than 75% of the total consideration for such Disposition, unless, in the case of this clause (ii), an independent certified accounting firm shall certify to the Borrower that the after-tax cash portion of the consideration to be received by the Borrower or any Subsidiary in such proposed Disposition is equal to or greater than the net after-tax cash proceeds would have been had such proposed Disposition complied with the condition set forth in this clause (ii).
Appears in 2 contracts
Samples: Credit Agreement (Sheridan Group Inc), Credit Agreement (Sheridan Group Inc)
Dispositions. Make (a) Notwithstanding anything to the contrary in this Agreement, except for any Disposition of Shares to Affiliates, OMERS Administration Corporation, or Affiliates of OMERS Administration Corporation, for a period of ninety (90) days after the date hereof without the prior written consent of Prairie, Purchaser agrees not to offer, sell, contract to sell, pledge or otherwise Dispose of, or enter into any agreement to make any Dispositiontransaction which is designed to, except:
(a) Dispositions of obsolete or worn out propertymight reasonably be expected to, whether now owned or hereafter acquired, result in the ordinary course Disposition of business;Shares (whether by actual Disposition or effective economic Disposition due to cash settlement or otherwise) by Purchaser or any of its Affiliates, directly or indirectly, including by establishing or increasing a put equivalent position or liquidating or decreasing a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any Shares or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, the Shares, or publicly announce an intention to effect any such transaction; provided that nothing in this Section 7(a) shall restrict or otherwise modify the obligations of Prairie set forth in Section 2(a)(i).
(b) ordinaryUntil the first date that Purchaser and any Affiliates cease to Beneficially Own in the aggregate at least 5% of the then-course-of-business Dispositions outstanding Common Stock, Purchaser shall not, and shall cause its Affiliates not to, enter into any Hedging Arrangements. Notwithstanding the foregoing, nothing in this Agreement shall limit the ability of Purchaser or any of its Affiliates to enter into any Hedging Arrangement (including short sales) with respect to any date on which the Average VWAP (as defined in the Certificate of Designations of Series A Preferred Stock) is determined, and with respect to such number of shares of Common Stock that Purchaser shall be expected to receive measured by reference to such date.
(c) Purchaser may Dispose of Shares to one or more Persons (and such Persons may then Dispose of Shares to one or more Persons), provided that such transferee Person agrees in writing to be bound by the terms and conditions, including the restrictions with respect to Purchaser set forth in this Agreement.
(d) Purchaser shall not Dispose of any Shares except: (i) inventorypursuant to a registered offering under the Securities Act; (ii) Cash Equivalentspursuant to Rule 144 (in accordance with the volume and procedural limitations set forth in Rule 144 to the extent legally applicable to Purchaser at the time of the sale); or (iii) overdue accounts receivable pursuant to an exemption from registration under the Securities Act.
(e) For so long as any Holder and its Affiliates Beneficially Own in connection with the compromise or collection thereof (and not aggregate at least 5% of the then-outstanding Common Stock, in connection with any financing transaction); underwritten offering of Equity Securities, such Holder and (iv) leasesits Affiliates will agree, subleasesupon the request of Prairie, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere to enter into a customary lock-up agreement with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds managing underwriters of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f)offering, provided, however, that the lock-up period under such agreement shall not exceed ninety (90) days and shall be no more restrictive than any lock-up arrangement entered into by the officers and directors of Prairie or any other Stockholder that holds at least 5% of the then-outstanding Common Stock.
(f) Purchaser shall not Dispose of any Shares to any Person and shall cause its Affiliates not to Dispose of Beneficial Ownership in any Shares (i) if such Disposition pursuant is reasonably likely to require the approval of Federal Energy Regulatory Commission (the “FERC”) under Section 7.05(a203 of the Federal Power Act (the “FPA”), the approval of the Nuclear Regulatory Commission (b“NRC”) or the approval of or notification to any state utility agency under the applicable Laws of such state, and the FERC, the NRC or the relevant state utility agency shall have not issued an order approving such proposed Disposition or accepting any such required notification (or otherwise indicating in writing that no further action will be taken with respect to any required notification), as applicable, or (c)ii) if such Disposition is reasonably likely to require the Disposition of any assets of Prairie or any of its Subsidiaries, (f), and (g) shall be for fair market valueor to result in the loss of market-based rate authority by any of Prairie’s Subsidiaries or a requirement by the FERC to implement mitigation measures in order to retain such authority or to impose any other material limitation on the ability of Prairie or any of its Subsidiaries to conduct their respective businesses or own their respective assets.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Kansas City Power & Light Co)
Dispositions. Make The Borrower will not, and will not permit any Disposition or enter into any agreement to of its Subsidiaries to, make any Disposition, except:
(a) Dispositions of obsolete or worn out propertyProperty and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Subsidiaries, whether now owned or hereafter acquiredin each case, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (inventory and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and immaterial assets in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment Property to the extent that (i) such property Property is exchanged for credit against the purchase price of similar replacement property Property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyProperty;
(d) Dispositions of property by any Subsidiary Property to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Sections 6.03 and 6.04 and Liens permitted by Section 7.046.02;
(f) Dispositions by of cash and Cash Equivalents;
(g) Dispositions of accounts receivable in connection with the collection or compromise thereof (other than in connection with financing transactions);
(h) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:Subsidiaries;
(i) transfers of Property to the extent subject to Casualty Events;
(j) any Disposition of Property; provided that no Default exists (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition;
, (ii) that at the time of any such Disposition, the aggregate net book value of all property Disposed of in reliance on this clause (fj) in any four fiscal year shall quarter period of the Borrower (including such Disposition) would not exceed $20,000,000; and
(x) 7.5% of Consolidated Total Assets (determined as of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b)) and (y) 20.0% of Consolidated Total Assets (determined as of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b)) over the life of this Agreement and (iii) that at least with respect to any Disposition pursuant to this clause (j) the Borrower or a Subsidiary shall receive not less than 75% of such consideration in the purchase price for such asset shall be paid to the Borrower form of cash or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)Cash Equivalents; and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that for the purposes of this clause (iii), any liabilities (as shown on the Borrower’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary, other than Subordinated Indebtedness or liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Subsidiaries shall have been validly released by all applicable creditors in writing shall be deemed to be cash consideration;
(k) Dispositions of Investments in, and issuances of any Equity Interests in, joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and
(l) except as set forth in the immediately succeeding proviso, any Disposition made during a Collateral/Covenant Suspension Period; provided, that during a Collateral/Covenant Suspension Period, the Borrower and any Guarantor that is a Material Subsidiary shall not, in any event (x) make any Disposition of all or substantially all Property of such Person (on a consolidated basis) or (y) make any Disposition of real property or the Equity Interests of any Subsidiary of the Borrower owning real property unless, in the case of this clause (y), (A) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition, (B) at the time of any such Disposition, the aggregate net book value of all real property Disposed of in reliance on this clause (y) (including, for the avoidance of doubt, in the case of any Disposition of Equity Interests of a Subsidiary of the Borrower, the aggregate net book value of all real property owned by such Subsidiary)
(1) in any four fiscal quarter period of the Borrower (including such Disposition) would not exceed 10.0% of Consolidated Total Assets as of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and (2) over the life of this Agreement, 25.0% of Consolidated Total Assets as of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and (C) with respect to any Disposition pursuant to Section 7.05(athis clause (y) the Borrower or a Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (C), any liabilities (bas shown on the Borrower’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary, other than Subordinated Indebtedness or liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Subsidiaries shall have been validly released by all applicable creditors in writing shall be deemed to be cash consideration; provided that solely to the extent that any Disposition of any Property is classified under Sections 6.11(j) and (l), (c), (f), and (g) the portion of such Disposition so classified thereunder shall be for fair market valueno less than the Fair Market Value of such Property at the time of such Disposition in the good faith determination of the Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Caseys General Stores Inc), Credit Agreement (Caseys General Stores Inc)
Dispositions. Make Convey, sell, lease, transfer or otherwise dispose of (collectively “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, exceptexcept for:
(a) Dispositions Transfers in the ordinary course of obsolete business for reasonably equivalent consideration;
(b) Transfers to Borrower or worn out any of its Subsidiaries from Borrower or any of its Subsidiaries;
(c) Transfers of property for fair market value;
(d) Transfers of property in connection with sale-leaseback transactions;
(e) Transfers of property to the extent such property is exchanged for credit against, or proceeds are promptly applied to, the purchase price of other property used or useful in the business of Borrower or its Subsidiaries;
(f) Transfers constituting non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and other non-perpetual licenses that may be exclusive in some respects other than territory (and/or that may be exclusive as to territory only in discreet geographical areas outside of the United States), but that could not result in a legal transfer of Borrower’s title in the licensed property, whether now owned ;
(g) Transfers otherwise permitted by the Loan Documents;
(h) Sales or hereafter acquired, discounting of delinquent accounts not in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; Transfers associated with the making or disposition of a Permitted Investment;
(iij) Cash Equivalents; (iii) overdue accounts receivable Transfers in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights a permitted acquisition of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct a portion of the business of the Borrower assets or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;rights acquired; and
(ck) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries Transfers not otherwise permitted under in this Section 7.057.1, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) provided, that the aggregate book value of all property Disposed of in reliance on this clause (f) such Transfers by Borrower and its Subsidiaries, together, shall not exceed in any fiscal year shall not exceed $20,000,000; and
year, ten percent (iii10%) that at least 75% of Borrower’s consolidated total assets as of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt last day of the condemnation proceeds or insurance proceeds fiscal year immediately preceding the date of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valuedetermination.
Appears in 2 contracts
Samples: Loan and Security Agreement (Amtech Systems Inc), Loan and Security Agreement (Amtech Systems Inc)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, or immaterial property no longer useful or necessary to the business of Borrower and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) inventory and Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and Equivalents in the aggregateordinary course of business and sales, do not materially interfere with assignments, transfers or dispositions of accounts in the ordinary conduct course of the business for purposes of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectcollection;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by Borrower to any of its wholly-owned Subsidiary Guarantors or by any Subsidiary to the Borrower or to a wholly-owned SubsidiarySubsidiary Guarantor; provided that if the transferor of such property is Borrower or a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary wholly-owned Guarantor;
(e) Dispositions permitted by Section 7.047.4 and Dispositions of Cash Equivalents permitted by Section 7.2;
(f) Dispositions by licenses of IP Rights in the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time ordinary course of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cashbusiness;
(g) Dispositions subleases of property (i) resulting from leased properties no longer needed by Borrower and its Subsidiaries and not material to the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss operation of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)Borrower and its Subsidiaries; and
(h) so long as no Default has occurred and is continuing, Dispositions not otherwise permitted hereunder if (i) at the grant time of any option Disposition, no Event of Default or other right to purchase any asset Default shall exist or shall result from such Disposition, (ii) the aggregate sales price of such Disposition shall be paid in a transaction that would be permitted cash, and (iii) the proceeds from Dispositions under this clause (h) since the provisions of Section 7.05(f), Closing Date shall not exceed $500,000 in the aggregate. provided, however, that any Disposition pursuant to Section 7.05(aclauses (a) through (h) (other than clause (d), (b), (c), (f), and (g) shall be for fair market value.
Appears in 2 contracts
Samples: Credit Agreement (Quidel Corp /De/), Credit Agreement (Quidel Corp /De/)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower Borrowers or its the Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by a Borrower or any Restricted Subsidiary to the a Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Borrower or a Subsidiary GuarantorLoan Party;
(e) Dispositions in the form of Liens permitted by Section 7.047.01 and Dispositions in the form of Investments permitted by Sections 7.03;
(f) Dispositions by the Borrower Borrowers and its the Restricted Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;; and
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;35,000,000.
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with and to the extent required by Section 2.04(b)(ii2.05(b);
(h) Dispositions of Equity Interests of Unrestricted Subsidiaries;
(i) Dispositions pursuant to the Development Transactions;
(j) Dispositions pursuant to SPE Transactions; and
(hk) so long as no Default has occurred and is continuingto the extent constituting a Disposition, the grant unwinding of any option or other right Swap Contract pursuant to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), its terms; provided, however, that any Disposition pursuant to Section 7.05(a), (b), 7.05 (c), ) and (f), and (g) shall be for fair market value.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (USD Partners LP)
Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, except:
except for Transfers (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Inventory in the ordinary course of business;
; (b) ordinaryof worn-courseout or obsolete Equipment that is, in the reasonable judgment of Co-ofBorrower, no longer economically practicable to maintain or useful in the ordinary course of business of Co-business Dispositions of (i) inventoryBorrower; (iic) Cash Equivalentsconsisting of Permitted Liens, Permitted Indebtedness and Permitted Investments; (iiid) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct consisting of the business sale or issuance of any stock of Co-Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Co-Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the Borrower terms of this Agreement or its Subsidiaries and do not materially detract from the value or other Loan Documents; (f) of non-exclusive licenses for the use of the property of a Co-Borrower or its Subsidiaries in the ordinary course of business; (g) of surplus Equipment in the ordinary course of business not otherwise permitted by this Section 7.1 in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate in any fiscal year; (h) of loans originated on Co-Borrowers’ platform and sold to third parties (other than Excluded Subsidiaries) in the ordinary course of business for fair market value (which they affect;
(c) Dispositions of equipment may or may not reflect a discount to the extent that par value); (i) of loans originated on Co-Borrowers’ platform and transferred to Excluded Subsidiaries in the ordinary course of business, such property is exchanged transferred loans to be financed through a combination of (1) third-party financing which constitutes Permitted Indebtedness hereunder, (2) Permitted Investments made by Co-Borrowers in such Excluded Subsidiaries and/or (3) direct equity investments by Persons commonly known as “backers” or “investors” for credit against the purchase price sole purpose of similar replacement property or financing such loans; and (iij) the proceeds dispositions of such Disposition are reasonably promptly applied Permitted Receivables Financing Assets pursuant to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property)Permitted Receivables Financings, in each case upon so long as the consideration for any such disposition is (i) in the form of cash or after receipt Retained Interests, (ii) in an amount at least equal to fair market value thereof (which may or may not reflect a discount to par value), (iii) the Retained Interest and all proceeds thereof shall constitute Collateral and all necessary steps to perfect a security interest in such Retained Interest for the benefit of Bank are taken by Co-Borrowers or the condemnation proceeds Subsidiary and (iv) no Default or insurance proceeds Event of Default shall have occurred and be continuing at the time such condemnation or casualtydisposition is made, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(hk) so long as no Default or Event of Default has occurred and or would result therefrom, a sale of Receivables by a Co-Borrower to any Person who is continuing, not an Affiliate from time to time pursuant to the grant terms of any option or other right whole loan sale program entered into between such Co-Borrower and such Person providing for the sale of specific Receivables by the Co-Borrower to purchase any asset such Person in a transaction that would be permitted under the provisions ordinary course of Section 7.05(f), the Co-Borrower’s business; provided, howeverin each case, that any Disposition pursuant to Section 7.05(a), One Hundred Percent (b), (c), (f)100%) of Co-Borrowers’ revenue received from such sales shall be paid promptly following such sale by depositing such revenues in the Designated Deposit Account, and (gl) shall be for fair market valueother Transfers in the ordinary course of business not otherwise permitted by this Section 7.1 not to exceed One Hundred Thousand Dollars ($100,000) in the aggregate in any fiscal year.
Appears in 2 contracts
Samples: Loan and Security Agreement (Upstart Holdings, Inc.), Loan and Security Agreement (Upstart Holdings, Inc.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Wholly Owned Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either also be the Borrower or a Subsidiary GuarantorLoan Party;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cashPermitted Sale/Leaseback Transactions;
(g) Dispositions of the Lakehead Loan Collateral to the extent permitted by the Lakehead Loan (including any mandatory prepayments required thereunder);
(h) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii2.05(b)(ii); and;
(hi) so long as Dispositions of real property (other than Stripes Properties) or non-operating assets;
(j) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Borrower or any of the Subsidiaries;
(k) Dispositions of Investments in joint ventures;
(l) other Dispositions of property or assets (other than Stripes Properties) in connection with the formation or operation of joint ventures in accordance with Section 7.03(d) and (k);
(m) Dispositions of Stripes Properties in an aggregate amount not to exceed (when aggregated with Permitted Sale/Leaseback Transactions under clause (ii) of the definition thereof) $10,000,000;
(n) Dispositions by the Borrower and its Subsidiaries of property or assets (other than Stripes Properties) not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default has occurred shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (n) in any fiscal year shall not exceed $15,000,000 and is continuing, (iii) at least 75% of the grant of any option purchase price for such asset shall be paid to the Borrower or other right to purchase any asset such Subsidiary in a transaction that would be permitted under the provisions of Section 7.05(f), cash; provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c7.05(c), (f), (g), (h), (i), (k) (l), and (gm) shall be for fair market value.
Appears in 2 contracts
Samples: Credit Agreement (Susser Petroleum Partners LP), Credit Agreement (Susser Petroleum Partners LP)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of used, worn out, obsolete or worn out propertysurplus property by the Borrower or any Subsidiary of the Borrower in the ordinary course of business that is, whether now owned in the reasonable judgment of the Borrower, no longer economically practicable to maintain or hereafter acquired, useful in the conduct of its business;
(b) Dispositions of inventory in the ordinary course of business;
(bc) ordinary-course-of-business Dispositions by any Subsidiary of any all or any of its business, property or assets to the Borrower or any other Subsidiary;
(id) inventory; (ii1) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (mergers and not in connection with any financing transaction)acquisitions permitted by Section 6.03; and (iv2) leasestransfers or dispositions permitted by Section 6.03(c);
(e) licenses or sublicenses by the Borrower or any Subsidiary of intellectual property and general intangibles, subleasesincluding, rights without limitation, any proprietary software of waythe Borrower or any Subsidiary, easements, and licenses, and sublicenses thatleases or subleases by the Borrower or any Subsidiary of other property, individually and in each case in the aggregate, ordinary course of business and which do not materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04Subsidiaries;
(f) any sale or other disposition of cash or Eligible Investments; provided, however, that, in the case of Eligible Investments, such sale or disposition shall be made solely for and in connection with the Borrower’s or any Subsidiary’s, as applicable, investment portfolio and in accordance with the Investment Policy of the Borrower;
(g) ceding of insurance or reinsurance in the ordinary course of business;
(h) other Dispositions by of any assets of the Borrower or any of its Subsidiaries not otherwise permitted pursuant to the foregoing in this Section 6.05; provided that (A) no Default then exists or would result therefrom, and (B) such assets to be Disposed pursuant to this Section 6.05(h), together with all assets of the Borrower and its Subsidiaries not otherwise permitted under previously Disposed pursuant to this Section 7.056.05(h), subject to do not in the following conditions:aggregate constitute a Substantial Portion of the assets of the Borrower and its Subsidiaries; and
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), Investments made in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance compliance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value6.04.
Appears in 2 contracts
Samples: Credit Agreement (Amtrust Financial Services, Inc.), Credit Agreement (Amtrust Financial Services, Inc.)
Dispositions. Make The Borrower will not, and will not permit any Disposition Subsidiary to, sell, transfer, lease or enter into otherwise dispose (including pursuant to a merger) of any agreement to make asset (other than cash and Cash Equivalents), including any DispositionEquity Interest, and the Borrower will not and will not permit any Subsidiary to, issue any Equity Interest, except:
(a) Dispositions (i) sales, transfers, leases and other dispositions of used or surplus equipment or other obsolete or, in the reasonable judgment of Borrower, unnecessary assets, (ii) the licensing of intellectual property by the Borrower to any Subsidiary Guarantor, (iii) the substantially contemporaneous exchange of equipment by any Subsidiary for property of a like kind, to the extent that the equipment received by such Subsidiary in such exchange is of a value equivalent to the value of the equipment exchanged (provided, that after giving effect to such exchange, the value of the property subject to perfected first priority Liens in favor of the Administrative Agent under the Security Documents is not materially reduced), and (iv) the sale, transfer or worn out property, whether now owned or hereafter acquired, other disposition of property and inventory in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of sales, transfers, leases and other dispositions (i) inventory; made by the Borrower to any Subsidiary Guarantor, (ii) Cash Equivalents; made by any Subsidiary to the Borrower or any Subsidiary Guarantor, and (iii) made by any Excluded Subsidiary to any other Excluded Subsidiary;
(c) Liens permitted by Section 7.2, sales, transfers, leases and other dispositions permitted by Section 7.3, Investments permitted by Section 7.4, sale and leaseback transactions permitted by Section 7.6, and Restricted Payments permitted by Section 7.8;
(d) the sale, transfer, lease and other disposition or abandonment of intellectual property that is, in the reasonable judgment of the Parent, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and the Subsidiary Guarantors taken as a whole;
(e) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not in connection with part of any bulk sale or financing transactionof receivables); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(cf) Dispositions the sale, transfer, lease or other disposition of equipment by the Borrower and certain Subsidiaries of the One-Time Transaction Assets to the extent an Excluded Subsidiary, provided that (i) such property is exchanged for credit against the purchase price of similar replacement property immediately before and immediately after giving effect thereto, no Default shall or would exist, (ii) the proceeds aggregate consideration received by the Borrower and such Subsidiaries in connection therewith shall not be less than the fair market value of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyOne-Time Transaction Assets, and (iii) the terms thereof shall be “arm’s length”;
(dg) Dispositions issuances of property Equity Interests (i) by the Borrower to the Parent, (ii) by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a any Subsidiary Guarantor, the transferee thereof must either be and (iii) by any Excluded Subsidiary to the Borrower or a Subsidiary Guarantorany Subsidiary;
(eh) Dispositions other issuances of Equity Interests by any Subsidiary to the extent arising out of (i) an Investment by the Borrower or any other Subsidiary permitted by Section 7.047.4, (ii) a sale, transfer or other disposition by the Borrower or any Subsidiary permitted by Section 7.7(i), or (iii) a Restricted Payment made by the Borrower or any Subsidiary permitted by Section 7.8; and
(i) other sales, transfers, leases and other dispositions of assets by the Borrower or any Subsidiary and issuances of Equity Interests by a Subsidiary, if each of the following conditions is met:
(i) immediately before and immediately after giving effect thereto, no Default shall exist or would occur;
(fii) Dispositions immediately after giving effect thereto, the Parent shall have satisfied the requirements in Section 6.1(f) with respect thereto, if any;
(iii) not less than 80% of the aggregate consideration to be received by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to in connection therewith shall be payable in cash upon the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Dispositionconsummation thereof;
(iiiv) that the aggregate book consideration received by the Borrower and the Subsidiaries in connection therewith shall not be less than the fair market value of the property transferred by the Borrower and the Subsidiaries in connection therewith;
(v) the terms thereof shall be “arm’s length”; and
(vi) the fair market value of all property Disposed of in reliance on the Borrower and the Subsidiaries sold, transferred, leased or otherwise disposed of, and Equity Interests issued, pursuant to this clause Section 7.7(i) would not exceed (fA) $50,000,000 in any one fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof year, or (iiB) that has suffered a casualty (constituting a total loss or constructive total loss of such property), $100,000,000 in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valueaggregate.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Gci Inc), Credit and Guarantee Agreement (General Communication Inc)
Dispositions. Make any Disposition or enter into any agreement to make any DispositionSell, except:
lease, assert, license, abandon (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, except in the ordinary course case of business;
abandonment of pending patent applications when in Sellers’ reasonable judgment such actions are justified based on prior art or other objections raised by the PTO or any other tribunal of competent jurisdiction (b) ordinary-course-of-business Dispositions a “Permitted Abandonment”)), fail to pay maintenance fees or other fees associated with the prosecution of any Assigned Patents (except in connection with a Permitted Abandonment or in the case of a failure to pay that has been approved in writing by Buyer), distribute or otherwise dispose of any Acquired Assets or any Equity Interest in Spherix, except pursuant to the Transaction, the Share Sale, and the other transactions contemplated hereby or in the event of the exercise by Spherix of the Spherix Option or the redemption by Spherix of Equity Interests in Spherix in accordance with their terms, provided that in all cases Sellers shall be entitled, solely in response to an unsolicited request from a third party, to (i) inventory; honor any contractual commitments in existence as of the Agreement Date to standards development organizations applicable to any of the Assigned Patents, (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with grant licenses for the compromise or collection thereof (Assigned Patents to an unrestricted number of applicants on reasonable and not in connection with non-discriminatory terms and conditions for any financing transaction); and (iv) leases, subleases, rights patent that is technically essential to implementation of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment an industry standard solely to the extent that (i) Sellers are obligated to grant such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied licenses under Existing Encumbrances disclosed to Buyer prior to the purchase price of Closing Date, provided that, solely in response to any such replacement property;
(d) Dispositions of property unsolicited request from a third party that is a Buyer Subscriber Party or an Affiliate thereof identified as such by Buyer to Sellers, Sellers shall notify Buyer thereof and use reasonable best efforts to make any Subsidiary rights to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower Assigned Patents available through Buyer and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% take any of the purchase price for such asset shall be paid to the Borrower or such Subsidiary actions permitted in cashSchedule 5.8;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (RPX Corp)
Dispositions. Make Neither the Borrower nor any Disposition of the Restricted Subsidiaries shall, directly or enter into any agreement to indirectly, make any Disposition, except:
(a) Dispositions of obsolete cash and Cash Equivalents;
(b) Dispositions of (i) inventory or worn out propertygoods (or other assets, whether now owned including furniture and equipment) held for sale and (ii) immaterial assets (including allowing any registrations or hereafter acquiredany applications for registration of any immaterial Intellectual Property to lapse or go abandoned), in each case, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, then either (i) the transferee thereof must either be is a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02 (other than clause (o) or (s) thereof); provided that this parenthetical shall not prevent any Loan Party from receiving consideration of the Borrower type contemplated by Section 7.02(s) in connection with such Disposition);
(d) Dispositions of obsolete, worn-out or a Subsidiary Guarantorsurplus property in the ordinary course of business;
(e) Dispositions of property and assets, including “non-core” property or assets acquired in a Permitted Acquisition or other Investment permitted by pursuant to Section 7.047.02, not used or useful in the conduct of the business of the Borrower or its Restricted Subsidiaries;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditionsDispositions; provided that:
(i) that no Default exists at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default shall have occurred and be continuing), no Event of Default shall have occurred and be continuing or would result from such Disposition;
(ii) the Borrower or any of the Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than Liens permitted by Section 7.01); provided, however, that for the purposes of this subclause each of the following shall be deemed to be cash,
(A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing,
(B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred eighty (180) days following the closing of the applicable Disposition, and
(C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate book fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this subclause that is at that time outstanding, not in excess of the greater of (i) 10% of Closing Date EBITDA and (ii) 10% of TTM Consolidated Adjusted EBITDA as of the applicable date of determination, with the fair market value of all property Disposed each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000value; and
(iii) that at least 75% of the purchase price for such asset Disposition shall be paid to for no less than the Borrower or fair market value of such Subsidiary in cashproperty at the time of such Disposition (this clause (f), the “General Asset Sale Basket”);
(g) Dispositions of property pursuant to Sale Leaseback Transactions; provided that (i) resulting from the condemnation thereof sale or transfer of such property is made for cash consideration in an amount not less than the fair market value of such property, (ii) such transaction is consummated within 270 days after the date on which such property is sold or transferred and (iii) such transaction would be permitted under Section 7.03;
(h) Dispositions of property or assets to the extent that has suffered a casualty (constituting a total loss i) such property or constructive total loss assets is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such propertyDisposition are promptly applied to the purchase price of such replacement property or assets, or (iii) such property or assets are swapped in exchange for other assets or services of comparable or greater value or usefulness to the business of the Borrower and its Restricted Subsidiaries, as determined by the Borrower in good faith;
(i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case upon or after receipt in the ordinary course of business and which do not materially interfere with the business of the condemnation proceeds Borrower and its Restricted Subsidiaries, (ii) Dispositions of Intellectual Property that do not materially interfere with the business of the Borrower and its Restricted Subsidiaries, and (iii) the lapse, abandonment or insurance proceeds discontinuance of the use or maintenance of any Intellectual Property in the ordinary course of business if the Borrower reasonably determines that such condemnation lapse, abandonment or casualtydiscontinuance is desirable in the conduct of its business;
(j) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business;
(k) transfers of property subject to Casualty Events;
(l) the unwinding of any Swap Contract pursuant to its terms;
(m) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(n) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary which owns any Unrestricted Subsidiaries so long as applicablesuch Restricted Subsidiary owns no assets other than the Equity Interests in (or Equity Interests in and Indebtedness or other securities of) such Unrestricted Subsidiaries);
(o) to the extent constituting Dispositions, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(iitransactions permitted by Sections 7.01 (other than clause (k)(ii) thereof), 7.02 (other than clauses (o) and (s) thereof), 7.04 (other than clause (f) thereof) and 7.06 (other than clause (f) thereof); and
(hp) so long as no Default has occurred and is continuingDispositions of any property or asset with a fair market value not to exceed, with respect to any transaction or series of related transactions, the grant greater of any option or other right to purchase any asset in a transaction that would be permitted under (i) 10% of Closing Date EBITDA and (ii) 10% of TTM Consolidated Adjusted EBITDA as of the provisions applicable date of Section 7.05(f), provided, however, determination; provided that any Disposition of any property pursuant to this Section 7.05(a), 7.05 (bexcept pursuant to clauses (b)(iii), (c), (fd), (i)(iii), (k), (l), (m) and (go)) shall be for no less than the fair market valuevalue of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Milan Laser Inc.), Credit and Guaranty Agreement (Milan Laser Inc.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of used, worn out, obsolete or worn out propertysurplus property by the Borrower or any Subsidiary of the Borrower in the ordinary course of business that is, whether now owned in the reasonable judgment of the Borrower, no longer economically practicable to maintain or hereafter acquired, useful in the conduct of its business;
(b) Dispositions of inventory in the ordinary course of business;
(bc) ordinary-course-of-business Dispositions by any Subsidiary of all or any of its business, property or assets to the Borrower or any Wholly Owned Subsidiary;
(d) (i) inventorymergers and acquisitions permitted by Section 6.03; and (ii) Cash Equivalents; transfers or dispositions permitted by Section 6.03(c);
(iiie) overdue accounts receivable in connection with licenses or sublicenses by the compromise Borrower or collection thereof (any Subsidiary of intellectual property and not in connection with general intangibles, including, without limitation, any financing transaction); proprietary software of the Borrower or any Subsidiary, and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses thatleases or subleases by the Borrower or any Subsidiary of other property, individually and in each case in the aggregate, ordinary course of business and which do not materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04Subsidiaries;
(f) any sale or other disposition of cash or Eligible Investments; provided, however, that, in the case of Eligible Investments, such sale or disposition shall be made solely for and in connection with the Borrower’s or any Subsidiary’s, as applicable, investment portfolio and in accordance with the Investment Policy of the Borrower or such Subsidiary, as applicable;
(g) ceding of insurance or reinsurance in the ordinary course of business;
(h) other Dispositions by of any assets of the Borrower or any of its Subsidiaries not otherwise permitted pursuant to the foregoing in this Section 6.05; provided that (A) no Default then exists or would result therefrom and (B) such assets to be Disposed pursuant to this Section 6.05(h), together with all assets of the Borrower and its Subsidiaries not otherwise permitted under previously Disposed pursuant to this Section 7.056.05(h), subject to do not in the following conditions:aggregate constitute a material portion of the assets of the Borrower and its Subsidiaries;
(i) that no Default exists at the time Dispositions of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of Investments made in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000compliance with Section 6.04; and
(iiij) that at least 75% the dissolution, liquidation and winding-up of any Subsidiary in accordance with Requirements of Law; provided, that, prior thereto or in connection therewith, such Subsidiary makes a Disposition of all or substantially all of the purchase price for such asset shall be paid assets to the Borrower or such any Wholly Owned Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(fSections 6.03(c) or 6.05(c), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.
Appears in 2 contracts
Samples: Credit Agreement (National General Holdings Corp.), Credit Agreement (Amtrust Financial Services, Inc.)
Dispositions. Make The Borrower will not, and will not permit any Disposition of its Restricted Subsidiaries to, Dispose of any of its assets, business or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, or, in the ordinary course case of businessany Restricted Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person other than the Borrower or another Restricted Subsidiary (or to qualify directors if required by applicable Law), except:
(a) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, EVO Merchant Services, LLC may sell its ownership interest in (x) Federated Payment Systems, LLC and (y) US Merchant Systems, LLC;
(b) ordinary-course-of-business Dispositions so long as (x) no Default or Event of Default has occurred and is continuing at the time such sale is made, or would result therefrom and (iy) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection the Borrower and the Restricted Subsidiaries demonstrate compliance with the compromise financial covenants set forth in Article VI calculated on a pro forma basis after giving effect thereto, the sale or collection thereof other Disposition of such assets (which sale or other Disposition shall be for cash and for fair market value) in an aggregate amount not to exceed (A) $10,000,000 in connection with any financing transaction); Fiscal Year and (ivB) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in $45,000,000 over the aggregate, do not materially interfere with the ordinary conduct term of the business Agreement; provided that for purposes of this clause (b) only, any liabilities of the Borrower or its Subsidiaries a Restricted Subsidiary that are assumed by the transferee with respect to the applicable Disposition and do not materially detract from for which the value or the use Borrower and all of the property which they affectRestricted Subsidiaries shall have been validly released, shall be deemed to be cash;
(c) Dispositions of equipment property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property (i) permitted by any Subsidiary Section 7.3 or (ii) made to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower effect an Investment permitted under Section 7.4 or a Subsidiary GuarantorRestricted Payment permitted under Section 7.5;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise of property pursuant to any Sale and Leaseback Transaction permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition7.9;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) licensing or sublicensing of IP Rights in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% the ordinary course of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cashbusiness on customary terms;
(g) Dispositions of property Investments (iincluding Capital Stock) resulting from in joint ventures that are not Loan Parties to the condemnation thereof extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(iih) that has suffered a casualty the Disposition, within one (constituting a total loss or constructive total loss 1) year of such property)acquisition, in each case upon of assets acquired pursuant to a permitted acquisition which assets are not used or after receipt useful to the core or principal business of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)Borrower and its Restricted Subsidiaries; and
(hi) so long as no Default has occurred and is continuing, the grant Dispositions of any option or other right to purchase any asset Capital Stock in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valueUnrestricted Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (EVO Payments, Inc.), Credit Agreement and Security Agreement (EVO Payments, Inc.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
unless (a) Dispositions the consideration paid in connection therewith shall be not less than 75% cash or Cash Equivalents (it being understood that for the purposes of obsolete this clause (a), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or worn out property, whether now owned such Subsidiary’s most recent balance sheet provided hereunder or hereafter acquired, in the ordinary course of business;
(bfootnotes thereto) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries such Subsidiary that are directly or indirectly assumed by the transferee with respect to the applicable disposition and do for which all of the applicable Loan Parties shall have been validly released by all applicable creditors in writing, and (B) any securities received by such Loan Party from such transferee that are promptly (in any event, within ninety (90) days) converted by such Loan Party into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received)) and shall be in an amount not materially detract from less than the fair market value or the use of the property which they affect;
disposed of, (b) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (c) Dispositions such transaction does not involve a sale or other disposition of equipment receivables other than receivables owned by or attributable to the extent that (i) such other property is exchanged for credit against the purchase price concurrently being disposed of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to in a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not transaction otherwise permitted under this Section 7.058.05, subject to the following conditions:
and (id) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate net book value of all property Disposed of the assets disposed of by the Loan Parties and their Subsidiaries in reliance on this clause (f) all such transactions in any fiscal year of the Borrower shall not exceed $20,000,000; and
5,000,000. For the avoidance of doubt, to the extent described therein, the transactions in clauses (iiia) that at least 75% through (k) of the purchase price for such asset shall be paid definition of “Disposition” are not restricted or limited by this Section 8.05. Notwithstanding anything to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a)contrary contained herein, (b)x) the Borrower shall not, (c)directly or indirectly, (f)Dispose of its direct or indirect Equity Interests in SCW, SIRE, SRP, Sisecam Newco 2 and/or SWY and (gy) SIRE shall be for fair market valuenot, directly or indirectly, Dispose of its direct or indirect Equity Interests in SWY.
Appears in 2 contracts
Samples: Credit Agreement (Ciner Enterprises Inc.), Credit Agreement (Sisecam Chemicals USA Inc.)
Dispositions. Make any Disposition or enter into any agreement to make any Dispositionof assets, except:
(a) Dispositions of unused, obsolete or worn out propertyproperty and surplus aircraft, engines and parts related thereto, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by the Borrower to any Subsidiary or by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.047.05;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
7.06; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
, (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,00015,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cashcash equal to not less than 93% of the purchase price; and (iv) such Disposition shall not be a Disposition of any Gate Leaseholds, other than a Disposition by way of an assignment or transfer of a Gate Leasehold to Southwest in accordance with the Gate Restructuring Term Sheet or with Lender’s consent;
(g) Dispositions abandonment of intellectual property pursuant to Section 9.04;
(h) licensing and sublicensing of intellectual property consistent with the Borrower’s past practices in the ordinary course of business;
(i) resulting from the condemnation thereof Dispositions of cash for purposes not otherwise prohibited under this Credit Agreement or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); andunder any other Loan Document;
(hj) so long as no Event of Default has occurred shall occur and is be continuing, to the grant extent permitted by applicable law, the Loan Parties may consummate transfers of Slots having an aggregate appraised value of not more than 5% of the aggregate appraised value of the Slots; provided, however, that in the event any such Slot is returned to a Loan Party, the transfer of such Slot shall be deemed not to have occurred for purposes hereof;
(k) the termination or rejection of any option lease or the return, surrender or abandonment of any property subject thereto, other right than any such termination or rejection which is with respect to purchase any asset in a transaction that would be permitted under the provisions lease of Section 7.05(f)1110 Assets or to which Lender has consented or which has been approved by the Bankruptcy Court prior to November 30, 2005, or which is pursuant to or provided for in the Amended Reorganization Plan;
(l) Dispositions permitted by the Collateral Documents; and
(m) Permitted Sale/Leasebacks; provided, however, that any Disposition pursuant to this Section 7.05(a), (b), (c), (f), and (g) 7.06 shall be for fair market value.
Appears in 2 contracts
Samples: Debtor in Possession Credit and Security Agreement (Ata Holdings Corp), Debtor in Possession Credit and Security Agreement
Dispositions. Make Dispose of any Disposition property or enter into any agreement to make any Dispositionassets, exceptother than:
(a) Dispositions of damaged, worn-out, obsolete or worn out propertysurplus equipment and property no longer used, whether now owned useful, or hereafter acquiredeconomically practicable to maintain, in the business of the Borrower and its Subsidiaries, in each case in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of inventory in the ordinary course of business;
(c) Dispositions of Permitted Investments;
(d) Dispositions between and among the Borrower and its Subsidiaries; provided that if the transferor in such a transaction is a Loan Party, then either (x) the transferee must be a Loan Party or (y) the portion of any such Disposition made for less than fair market value and any non-cash consideration received in exchange for such Disposition shall in each case constitute an Investment in such Subsidiary and must be otherwise permitted hereunder;
(e) Dispositions of accounts receivable (and related supporting obligation and books and records) subject to any Permitted Securitization Facility or any ABL Facility;
(f) Dispositions not otherwise permitted hereunder; provided that (i) inventory; at the time of such Disposition, no Default or Event of Default shall have occurred and be continuing or would result from such Disposition, (ii) Cash Equivalents; not less than seventy-five percent (75%) of the aggregate sale price from such disposition shall be paid in cash, (iii) overdue accounts receivable the aggregate Net Cash Proceeds of all Dispositions pursuant to this clause (e) shall not exceed $20,000,000 in connection with the compromise or collection thereof (and not in connection with any financing transaction); fiscal year and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in all such Dispositions shall be for at least the aggregate, do not materially interfere with the ordinary conduct fair market value of the business of the Borrower assets or its Subsidiaries and do not materially detract from the value or the use of the property which they affectsubject to such Disposition;
(cg) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the an amount equal to net proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(dh) Dispositions any surrender or waiver of property by contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business;
(i) any Subsidiary Disposition in connection with the Transactions that is consummated on or around the Closing Date or required pursuant to the Borrower terms of the Acquisition Agreement;
(j) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantorcustomary buy/sell arrangements between, the transferee thereof must either be joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(k) failing to pursue or allowing any registrations or any applications for registration of any Intellectual Property rights to lapse or go abandoned in the ordinary course of business if, in the reasonable determination of the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by thereof, such discontinuance is desirable in the conduct of the business of the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Dispositiontaken as a whole;
(iil) that the aggregate book value an issuance of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% Equity Interests by a Subsidiary of the purchase price for such asset shall be paid Borrower as part of or pursuant to an equity incentive or compensation plan approved by the Borrower or such Subsidiary in cash;
(g) Dispositions board of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt directors of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valueBorrower;.
Appears in 2 contracts
Samples: Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower Borrowers or its the Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by a Borrower or any Restricted Subsidiary to the a Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Borrower or a Subsidiary GuarantorLoan Party;
(e) Dispositions in the form of Liens permitted by Section 7.047.01 and Dispositions in the form of Investments permitted by Sections 7.03;
(f) Dispositions by the Borrower Borrowers and its the Restricted Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;; and
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;35,000,000.
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that ;
(h) Dispositions of Equity Interests of Unrestricted Subsidiaries;
(i) Dispositions pursuant to the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)Development Transactions;
(j) Dispositions pursuant to SPE Transactions; and
(hk) so long as no Default has occurred and is continuingto the extent constituting a Disposition, (i) the grant unwinding of any option Swap Contract pursuant to its terms and (ii) any transfer of title or release of claims to Crude Oil, Refined Products or other right to purchase petroleum products that are stored or handled at any asset in a transaction that would be permitted under the provisions of Section 7.05(f), Terminal; provided, however, that any Disposition pursuant to Section 7.05(a), (b), 7.05 (c), ) and (f), and (g) shall be for fair market value.
Appears in 2 contracts
Samples: Master Assignment, Assignment of Liens, and Amendment No. 1 to Amended and Restated Credit Agreement (USD Partners LP), Credit Agreement (USD Partners LP)
Dispositions. Make The Borrower will not, and will not permit any Disposition Subsidiary to, sell, transfer, lease or enter into otherwise dispose (including pursuant to a merger or a Division) of any agreement to make asset (other than cash and Cash Equivalents), including any DispositionEquity Interest, and the Borrower will not and will not permit any Subsidiary to, issue any Equity Interest, except:
(a) Dispositions (i) sales, transfers, leases and other dispositions of used or surplus equipment or other obsolete or, in the reasonable judgment of Borrower, unnecessary assets, (ii) the licensing of intellectual property by the Borrower to any Subsidiary Guarantor, (iii) the substantially contemporaneous exchange of equipment by any Subsidiary for property of a like kind, to the extent that the equipment received by such Subsidiary in such exchange is of a value equivalent to the value of the equipment exchanged (provided, that after giving effect to such exchange, the value of the property subject to perfected first priority Liens in favor of the Administrative Agent under the Security Documents is not materially reduced), and (iv) the sale, transfer or worn out property, whether now owned or hereafter acquired, other disposition of property and inventory in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of sales, transfers, leases and other dispositions (i) inventory; made by the Borrower to any Subsidiary Guarantor, (ii) Cash Equivalents; made by any Subsidiary to the Borrower or any Subsidiary Guarantor, and (iii) made by any Excluded Subsidiary to any other Excluded Subsidiary;
(c) Liens permitted by Section 7.2, sales, transfers, leases and other dispositions permitted by Section 7.3, Investments permitted by Section 7.4, sale and leaseback transactions permitted by Section 7.6, and Restricted Payments permitted by Section 7.8;
(d) the sale, transfer, lease and other disposition or abandonment of intellectual property that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and the Subsidiary Guarantors taken as a whole;
(e) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not in connection with part of any bulk sale or financing transactionof receivables); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(cf) Dispositions sales of equipment to the extent that accounts receivable, proceeds thereof and interests therein under any Securitization;
(g) issuances of Equity Interests (i) such property is exchanged for credit against by the purchase price of similar replacement property or Borrower to its parent, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a any Subsidiary Guarantor, the transferee thereof must either be (iii) by any Excluded Subsidiary to the Borrower or a any Subsidiary Guarantorand (iv) by GCI Holdings to Ventures Holdco or any other Liberty Subsidiary (provided that such other Liberty Subsidiary pledges such Equity Interests pursuant to the Ventures Holdco Pledge Agreement or another pledge agreement in form and substance substantially similar to the Ventures Holdco Pledge Agreement);
(eh) Dispositions [Reserved];
(i) other issuances of Equity Interests by any Subsidiary to the extent arising out of (i) an Investment by the Borrower or any other Subsidiary permitted by Section 7.047.4, (ii) a sale, transfer or other disposition by the Borrower or any Subsidiary permitted by Section 7.7(j), or (iii) a Restricted Payment made by the Borrower or any Subsidiary permitted by Section 7.8;
(fj) Dispositions other sales, transfers, leases and other dispositions of assets by the Borrower or any Subsidiary and its Subsidiaries not otherwise permitted under this Section 7.05issuances of Equity Interests by a Subsidiary, subject to if each of the following conditionsconditions is met:
(i) that immediately before and immediately after giving effect thereto, no Default exists at the time of such Disposition shall exist or would result from such Dispositionoccur;
(ii) that immediately after giving effect thereto, the Borrower shall have satisfied the requirements in Section 6.1(e) with respect thereto, if any;
(iii) the aggregate book consideration received by the Borrower and the Subsidiaries in connection therewith shall not be less than the fair market value of all the property Disposed of transferred by the Borrower and the Subsidiaries in reliance on this clause connection therewith;
(fiv) in any fiscal year the terms thereof shall not exceed $20,000,000be “arm’s length”; and
(iiiv) that at least 75% immediately before and immediately after giving effect thereto, the Secured Leverage Ratio would not be greater than 3.75:1.00;
(k) sales, transfers, leases and other dispositions of the purchase price for such asset shall be paid to real estate owned by the Borrower or such any Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt as of the condemnation proceeds Closing Date or insurance proceeds of such condemnation or casualty, as applicable, provided Towers in a sale and lease‑back transaction to the extent that the cash proceeds therefrom incurrence of Indebtedness and Liens with respect to such transaction are applied in accordance with permitted by Section 2.04(b)(ii)7.1 and Section 7.2; and
(hl) so long as no Default has occurred sales, transfers, leases and is continuing, the grant other dispositions of Equity Interests of any option Liberty Subsidiary by the Borrower or other right to purchase any asset in a transaction that would be Subsidiary permitted under by the provisions last paragraph of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value7.19.
Appears in 2 contracts
Samples: Credit Agreement (Gci Liberty, Inc.), Credit Agreement (Gci, LLC)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) (i) Dispositions of property by any Subsidiary to the Domestic Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorGuarantor (other than as contemplated in item (iii) of this subsection), the transferee thereof must either be the a Borrower or a Guarantor, (ii) the Domestic Borrower may Dispose of 100% of the Equity Interests in [REDACTED]* to either (A) a First-Tier Foreign Subsidiary Guarantorof the Domestic Borrower; provided that, at such time, 65% of the Equity Interests of such First-Tier Foreign Subsidiary is pledged to support the Obligations and the remaining 35% is pledged to support the Foreign Obligations or (B) a direct Foreign Subsidiary of the Foreign Borrower; provided that, at such time, 100% of the Equity Interests of such direct Foreign Subsidiary is pledged to support the Foreign Obligations (in each of the foregoing items (A) and (B) of this subsection, pursuant to such documentation as may be reasonably required by the Administrative Agent including, without limitation, documentation and legal opinions under the applicable Foreign jurisdictions), and (iii) [REDACTED]*, may Dispose of its property to any Subsidiary of the Domestic Borrower;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries any Loan Parties not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
, (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
2,000,000 and (iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary Loan Party solely in cash;; and
(g) Dispositions of property by any Subsidiaries that are not Loan Parties not otherwise permitted under this Section 7.05; provided that (i) resulting at the time of such Disposition, no Default shall exist or would result from the condemnation thereof or such Disposition, (ii) that has suffered a casualty the aggregate book value of all property Disposed of in reliance on this clause (constituting a total loss or constructive total loss of g) in any fiscal year shall not exceed $5,000,000 and (iii) the purchase price for such property), asset shall be paid to such Subsidiary solely in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), cash. provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and ) through (g) shall be for fair market value.
Appears in 2 contracts
Samples: Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; , (ii) equipment, (iii) Cash Equivalents; , (iiiiv) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); , and (ivv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect, in each case in the ordinary course of business;
(c) Dispositions of equipment equipment, Easements or Real Property to the extent that (i) such replacement property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyacquired, substantially contemporaneously therewith;
(d) Dispositions of property (i) by any Loan Party to any other Loan Party or (ii) by a Restricted Subsidiary that is not a Loan Party to the Borrower or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions in the nature of Liens permitted by Section 7.01 or permitted by 7.03 or 7.04;
(f) other Dispositions by the Borrower and its Subsidiaries not exceeding $5,000,000 in aggregate book value in any fiscal year; or
(g) so long as no Default exists or would result therefrom, Dispositions of assets not otherwise permitted under this Section 7.057.05 if, subject to the following conditions:
(i) that no Default exists at determined as of the time date of each such Disposition or would result from such Disposition;
(ii) that and after giving effect thereto, the aggregate book value of all property Disposed of in reliance on the assets sold under this clause subsection (fg) in any fiscal year shall of the Borrower does not exceed $20,000,000; and
25,000,000 and (iiiii) that at least 75% of the purchase price for such asset received by the applicable Relevant Party shall be paid to the Borrower or such Subsidiary in cash;
(gh) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that ;
(i) Dispositions of Equity Interests of Unrestricted Subsidiaries;
(j) Dispositions consisting of the cash proceeds therefrom are applied abandonment or lapse of any registrations or any applications for registration of any intellectual property in accordance with Section 2.04(b)(ii)the ordinary course of business; and
(hk) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset Dispositions described in a transaction that would be permitted under the provisions of Section 7.05(fSchedule 7.05(k), ; provided, however, that any Disposition pursuant to Section 7.05(a7.05(c), (bSection 7.05(f), (cSection 7.05(g), (for to the extent consideration therefor exceeds $5,000,000, Section 7.05(i), and (g) shall be for fair market value.
Appears in 2 contracts
Samples: Credit Agreement (Western Refining Logistics, LP), Credit Agreement (Western Refining Logistics, LP)
Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, except:
except for Transfers (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Inventory in the ordinary course of business;
; (b) ordinaryof worn-courseout, surplus or obsolete Equipment that is, in the reasonable judgment of Co-ofBorrower, no longer economically practicable to maintain or useful in the ordinary course of business of Co-business Dispositions of (i) inventoryBorrower; (iic) Cash Equivalentsconsisting of Permitted Liens and Permitted Investments; (iiid) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct consisting of the business sale or issuance of any stock of Co-Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Co-Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the Borrower terms of this Agreement or its Subsidiaries and do not materially detract from the value or other Loan Documents; (f) of non-exclusive licenses for the use of the property which they affect;
of Co-Borrower or its Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; (cg) Dispositions transfers of equipment to assets among Co-Borrower (including without limitation in connection with the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds dissolution of such Disposition are reasonably promptly applied to the purchase price of Co-Borrower so long as such replacement property;
Co-Borrower is not Twist Bioscience; and (dh) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries other Transfers not otherwise permitted under pursuant to this Section 7.05, provision so long as the fair market value of the assets subject to the following conditions:
(i) that no Default exists at the time of any such Disposition or would result from such Disposition;
(ii) that Transfer does not in the aggregate book value of all property Disposed of in reliance on this clause exceed One Hundred Thousand Dollars (f$100,000) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valueyear.
Appears in 2 contracts
Samples: Loan and Security Agreement (Twist Bioscience Corp), Loan and Security Agreement (Twist Bioscience Corp)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions the sale of obsolete or worn out property, whether now owned or hereafter acquired, inventory in the ordinary course of businessbusiness for fair consideration;
(b) ordinary-course-of-business Dispositions the sale or disposition of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise machinery and equipment no longer used or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and useful in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectsuch Person’s business;
(c) Dispositions of equipment to the extent that (i) such property is exchanged a Permitted Receivables Financing as provided for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyin Section 8.01(f);
(d) in the case of Sale and Leaseback Transactions, Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property subject lease is a Subsidiary Guarantorcapital lease under GAAP, the transferee thereof must either transaction shall be permitted under Section 8.01(e) and (ii) if the Borrower subject lease is an operating lease under GAAP, the sum of Indebtedness under capital leases, Synthetic Leases and purchase money obligations incurred to provide all or a Subsidiary Guarantorportion of the purchase price (or cost of construction or acquisition), in each case for capital assets, plus the Attributed Principal Amount of Sale and Leaseback Transactions not otherwise included in the foregoing Indebtedness shall not exceed the amount referenced in Section 8.01(e);
(e) Dispositions permitted by Section 7.04from a Credit Party to any other Credit Party, and Dispositions from a member of the Consolidated Group that is not a Credit Party to any other member of the Consolidated Group;
(f) Dispositions by from a Credit Party to any other member of the Borrower and its Subsidiaries Consolidated Group that is not otherwise permitted under this Section 7.05, subject to the following conditions:
a Credit Party if (i) that no Default exists at the time of such Disposition consists of inventory that is sold in the ordinary course of business or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price such Dispositions are for such asset shall be paid to the Borrower or such Subsidiary in cashfair consideration;
(g) Dispositions of property (i) resulting from the condemnation thereof in compliance with or (ii) that has suffered a casualty (constituting a total loss consistent with any order, request or constructive total loss of such property)approval by, or any agreement with, any Governmental Authority in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualtyconnection with, as applicable, provided that a result of or as a condition to the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)RCG Acquisition; and
(h) Dispositions not otherwise permitted under this Section, provided that (i) the aggregate book value of property so long sold or otherwise disposed of under this subsection (h) in any given fiscal year shall not exceed an amount equal to (A) for fiscal year 2006, seven and one-half percent (7.5%) of Consolidated Net Worth as of December 31, 2005, and (B) for fiscal year 2007 and each fiscal year thereafter, five percent (5%) of Consolidated Net Worth as of the end of the fiscal year immediately preceding the date of determination, (ii) no Default has occurred or Event of Default shall then exist or would result therefrom after giving effect thereto on a Pro Forma Basis, (iii) at least seventy percent (70%) of the consideration received in connection with such Disposition shall be in the form of cash or cash equivalents and is continuing, (iv) the grant of any option or other right to purchase any asset Net Cash Proceeds therefrom shall be applied in a transaction that would be permitted under accordance with the provisions of Section 7.05(f2.06(c)(ii), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Fresenius Medical Care AG & Co. KGaA), Bank Credit Agreement (Fresenius Medical Care AG & Co. KGaA)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Restricted Subsidiary to the Borrower or to a whollyWholly-owned Owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred unless (i) the sale of such property is otherwise permitted by this Section 7.05 and (ii) any Capitalized Lease obligation, Synthetic Lease Obligations or Liens arising in connection therewith are permitted by clause (vi) of the definition of “Permitted Indebtedness” and Section 7.01, as applicable;
(g) Dispositions satisfying any of clauses (i) through (viii) of the proviso of the definition of Asset Sale; and
(h) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
so long as (i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that Asset Sale is for consideration at least 75% of which is cash or Permitted Investments (other than in the purchase price case of a like-kind exchange or trade-in of one asset for such another asset shall be paid to used or useful in the business of the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or and its Subsidiaries), (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt consideration is at least equal to the fair market value of the condemnation proceeds assets being sold, transferred, leased or insurance proceeds disposed of, (iii) the Borrower will be in compliance with each of such condemnation or casualty, the financial covenants in Section 7.11 as applicable, provided that of the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, last day of the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.05(a)6.01 (or, (b)if prior to any such delivery, (c), (f), as of the date of the Audited Financial Statements) and no Default shall have occurred or be continuing and (giv) shall be for if the fair market valuevalue of the assets being disposed exceeds $5,000,000, the Borrower shall have delivered to the Administrative Agent a certificate in reasonable detail demonstrating that, upon giving effect to such Asset Sale, the Borrower will be in compliance with clause (iii) above.
Appears in 2 contracts
Samples: Credit Agreement (Polypore International, Inc.), Credit Agreement (Polypore International, Inc.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower Company or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions of accounts receivable in connection with a securitization thereof; provided that the aggregate book value of all accounts receivable of the Company and its Subsidiaries subject to a securitization shall not exceed $150,000,000 at any time; and
(g) Dispositions by the Borrower Company and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
, (ii) that both immediately before and after giving effect to such Disposition, the Company and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 7.11, and (iii) if the aggregate book value amount of all property Disposed of in reliance on Dispositions made pursuant to this clause (fg) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% 200,000,000 during the term of this Agreement, the Company shall provide, prior to the consummation of the purchase price for Disposition causing such asset shall be paid to excess and any subsequent Disposition, a Compliance Certificate signed by a Responsible Officer which demonstrates compliance with the Borrower or such Subsidiary in cash;
(g) Dispositions of property preceding clauses (i) resulting from the condemnation thereof or and (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, . provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred any and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition all Dispositions pursuant to Section 7.05(a), clauses (b), (c), (f), and a) through (g) shall be for fair market value.
Appears in 2 contracts
Samples: Credit Agreement (Wiley John & Sons, Inc.), Credit Agreement (Wiley John & Sons, Inc.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, or, in the case of any Subsidiary of the Borrower, issue, sell or otherwise dispose of any of such Subsidiary’s Equity Interests to any Person, except:
(a) Dispositions of obsolete or worn out property, and of inventory, fixtures, furniture and equipment, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary of the Borrower to the Borrower or to a wholly-owned Subsidiaryanother Subsidiary of the Borrower; provided provided, that (i) if the transferor of is a Guarantor, then the transferee must be a Guarantor, (ii) if the transferor is a party to the Pledge Agreement, then the transferee must be a party to the Pledge Agreement and (iii) if the property subject to such Disposition includes any Collateral, then, after giving effect to such Disposition, such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantorshall continue to constitute Collateral;
(ec) Dispositions permitted by Section 7.04;
(d) the Disposition of an Eligible Portfolio Property (or the Equity Interests of any Subsidiary of the Borrower that directly or indirectly owns such Portfolio Property), but only to the extent that such Portfolio Property is removed from the Borrowing Base in accordance with Section 2.18(d);
(e) Dispositions of assets (other than Equity Interests of the Borrower or a Subsidiary thereof) not constituting a Portfolio Property included in the Borrowing Base;
(f) Dispositions the sale or other Disposition (whether by sale, merger, liquidation or otherwise) of any of the issued and outstanding Equity Interests of any Subsidiary of the Borrower and its Subsidiaries that does not otherwise permitted under this Section 7.05, subject to the following conditions:
own (i) that no Default exists at any Portfolio Property included in the time of such Disposition Borrowing Base or would result from such Disposition;
(ii) Equity Interests, directly or indirectly, of any Affiliated Investor that owns any Portfolio Property included in the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000Borrowing Base; and
(iiig) that at least 75% the dedication of space or other Disposition of property required or requested by any Governmental Authority in connection with and in furtherance of constructing structures or improvements reasonably related to the development, construction and operation of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) Portfolio Properties; provided, that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option dedication or other right to purchase any asset Disposition is in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f)furtherance of, and does not materially impair or interfere in the use or operations (gor intended use or operations) shall be for fair market valueof, such Portfolio Property.
Appears in 2 contracts
Samples: Credit Agreement (American Assets Trust, Inc.), Credit Agreement (American Assets Trust, Inc.)
Dispositions. Make The Borrower will not, and will not permit any Disposition Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) to, sell, transfer, lease or enter into otherwise dispose (including pursuant to a merger) of any agreement to make asset (other than cash and Cash Equivalents), including any DispositionEquity Interest, and the Borrower will not and will not permit any Subsidiary to, issue any Equity Interest, except:
(a) Dispositions (i) sales, transfers, leases and other dispositions of used or surplus equipment or other obsolete or, in the reasonable judgment of Borrower, unnecessary assets, (ii) the licensing of intellectual property by the Borrower to any Subsidiary Guarantor, (iii) the substantially contemporaneous exchange of equipment by any Subsidiary for property of a like kind, to the extent that the equipment received by such Subsidiary in such exchange is of a value equivalent to the value of the equipment exchanged (provided, that after giving effect to such exchange, the value of the property subject to perfected first priority Liens in favor of the Administrative Agent under the Security Documents is not materially reduced), and (iv) the sale, transfer or worn out property, whether now owned or hereafter acquired, other disposition of property and inventory in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of sales, transfers, leases and other dispositions (i) inventory; made by the Borrower to any Subsidiary Guarantor, (ii) Cash Equivalents; made by any Subsidiary to the Borrower or any Subsidiary Guarantor, and (iii) made by any Excluded Subsidiary to any other Excluded Subsidiary;
(c) Liens permitted by Section 7.2, sales, transfers, leases and other dispositions permitted by Section 7.3, Investments permitted by Section 7.4, sale and leaseback transactions permitted by Section 7.6, and Restricted Payments permitted by Section 7.8;
(d) the sale, transfer, lease and other disposition or abandonment of intellectual property that is, in the reasonable judgment of the Parent, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and the Subsidiary Guarantors taken as a whole; 1821445.29\C072091\0303228
(e) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not in connection with part of any bulk sale or financing transactionof receivables); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(cf) Dispositions [reserved];
(g) issuances of equipment to the extent that Equity Interests (i) such property is exchanged for credit against by the purchase price of similar replacement property or Borrower to the Parent, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a any Subsidiary Guarantor, the transferee thereof must either be and (iii) by any Excluded Subsidiary to the Borrower or a Subsidiary Guarantorany Subsidiary;
(eh) Dispositions [reserved];
(i) other issuances of Equity Interests by any Subsidiary to the extent arising out of (i) an Investment by the Borrower or any other Subsidiary permitted by Section 7.047.4, (ii) a sale, transfer or other disposition by the Borrower or any Subsidiary permitted by Section 7.7(j), or (iii) a Restricted Payment made by the Borrower or any Subsidiary permitted by Section 7.8;
(fj) Dispositions other sales, transfers, leases and other dispositions of assets by the Borrower or any Subsidiary and its Subsidiaries not otherwise permitted under this Section 7.05issuances of Equity Interests by a Subsidiary, subject to if each of the following conditionsconditions is met:
(i) that immediately before and immediately after giving effect thereto, no Default exists at the time of such Disposition shall exist or would result from such Dispositionoccur;
(ii) that immediately after giving effect thereto, the Parent shall have satisfied the requirements in Section 6.1(e) with respect thereto, if any;
(iii) the aggregate book consideration received by the Borrower and the Subsidiaries in connection therewith shall not be less than the fair market value of the property transferred by the Borrower and the Subsidiaries in connection therewith;
(iv) the terms thereof shall be “arm’s length”; and
(v) the fair market value of all property Disposed of in reliance on the Borrower and the Subsidiaries sold, transferred, leased or otherwise disposed of, and Equity Interests issued, pursuant to this clause Section 7.7(j) would not exceed (fA) $50,000,000 in any one fiscal year shall not exceed year, or (B) $20,000,000100,000,000 in the aggregate since the Fourth Restatement Closing Date; and
(iiik) that at least 75% sales, transfers, leases and other dispositions of the purchase price for such asset shall be paid to real estate owned by the Borrower or such any Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt as of the condemnation proceeds Fourth Restatement Closing Date or insurance proceeds of such condemnation or casualty, as applicable, provided Towers in a sale and lease‑back transaction to the extent that the cash proceeds therefrom incurrence of Indebtedness and Liens with respect to such transaction are applied in accordance with permitted by Section 2.04(b)(ii); and
(h) so long as no Default has occurred 7.1 and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.7.2. 1821445.29\C072091\0303228
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Gci Inc), Credit and Guarantee Agreement (General Communication Inc)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by the Borrower or any Restricted Subsidiary to the Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Borrower or a Subsidiary GuarantorLoan Party;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,00050,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and;
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), ; and
(i) Dispositions of Equity Interests of Unrestricted Subsidiaries. provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.
Appears in 2 contracts
Samples: Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Logistics Lp)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out propertyproperty or assets, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of inventory (iincluding Hydrocarbons sold after severance) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property or other asset (other than (x) Oil and Gas Properties or (y) Investments in Subsidiaries) to the extent that (i) such equipment, property or other asset is exchanged for credit against the purchase price of similar replacement equipment, property or other asset or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement equipment, property, or other asset;
(d) Dispositions of property or assets by any Subsidiary to the Borrower or to a wholly-owned Subsidiary or by the Borrower to any wholly-owned Subsidiary; provided that if the transferor of such property or assets is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.047.04(a), (b) or (d);
(f) a Disposition for fair value of Oil and Gas Properties in the Piceance Basin;
(g) Dispositions by the (including Casualty Events) of Oil and Gas Properties which are sold or otherwise transferred for fair consideration to Persons who are not Affiliates of Borrower and its Subsidiaries not otherwise permitted under this Section 7.05(2) farmouts of undeveloped acreage and assignments in connection with such farmouts or the abandonment, subject to farm-out, the following conditions:
(i) exchange, provided that no Event of Default exists at the time of any such Disposition or would result from such Disposition;
sale (ii) other than Defaults that will be cured upon the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% application of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation sale or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(iiother transfer); and
(h) so long as no Default has occurred Dispositions of interest in Oil and is continuing, the grant Gas Properties in respect of any option Immaterial Title Deficiencies in order to discharge such Immaterial Title Deficiencies or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valuean obligation giving rise thereto.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Sandridge Energy Inc), Bridge Loan Agreement (Sandridge Energy Inc)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise inventory and other real or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and personal property in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty or (iii) the Borrower or any Subsidiary determines in good faith that the failure to replace such equipment will not be detrimental to the business of Borrower or such Subsidiary;
(d) Dispositions of assets and other property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a Subsidiary wholly-owned Subsidiary, the transferee must be either the Borrower or a wholly-owned Subsidiary, and (ii) if the transferor of such property is the Borrower or a Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.048.04 and Section 8.11(c);
(f) Dispositions of receivables pursuant to the Permitted Trade Receivables Facilities; and
(g) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
8.05; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
Disposition and (ii) that the aggregate book value of all property Disposed of in reliance on this clause (fg) in any fiscal year shall not exceed $20,000,00075,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid Notwithstanding anything herein to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property)contrary, in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), clauses (b), a) through (c), (f), and (gd) shall be for fair market value.
Appears in 2 contracts
Samples: Credit Agreement (Tech Data Corp), Credit Agreement (Tech Data Corp)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Domestic Borrower or to a wholly-owned wholly‑owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the a Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries any Loan Parties not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
, (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
30,000,000 and (iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary Loan Party solely in cash;
(g) Dispositions of property by any Subsidiaries that are not Loan Parties not otherwise permitted under this Section 7.05; provided that (i) resulting at the time of such Disposition, no Default shall exist or would result from the condemnation thereof or such Disposition, (ii) that has suffered a casualty the aggregate book value of all property Disposed of in reliance on this clause (constituting a total loss or constructive total loss g) in any fiscal year shall not exceed $30,000,000 and (iii) the purchase price for such asset shall be paid to such Subsidiary solely in cash;
(h) sale of Securitization Assets pursuant to any Qualified Securitization Transactions and preliminary intercompany transfers of such property)assets and related rights or assets in connection therewith;
(i) sales, transfers and dispositions of accounts receivable in each case upon or after receipt the ordinary course of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)business pursuant to any Permitted Receivables Facility; and
(hj) so long as no Default has occurred and is continuingDispositions made in connection with a Permitted Acquisition, contemplated at the grant time of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f)such Permitted Acquisition, and (g) shall be for fair market value.occurring within 24 months of the consummation of such Permitted Acquisition;
Appears in 1 contract
Samples: Second Amended and Restated Credit Agreement (Diodes Inc /Del/)
Dispositions. Make The Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, or, in the case of any Subsidiary of the Borrower, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with property by any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business Subsidiary of the Borrower to the Borrower or its Subsidiaries and do not materially detract from the value or the use to another Subsidiary of the property which they affectBorrower; provided that if the transferor is an Unencumbered Property Subsidiary, the transferee thereof must be an Unencumbered Property Subsidiary;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
7.04(a), (fb) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(iic); and
(hd) so long as (i) the Disposition of any Property and (ii) the sale or other Disposition of all, but not less than all, of the Equity Interests of any Subsidiary; provided that no Default has shall have occurred and be continuing or would result therefrom; provided further that if (x) such Property is continuingan Unencumbered Eligible Property or (y) such Subsidiary is an Unencumbered Property Subsidiary, then at least two Business Days prior to the date of such Disposition, the grant Administrative Agent shall have received an Officer’s Certificate certifying that at the time of any option or other right and immediately after giving effect to purchase any asset such Disposition (1) the Loan Parties shall be in compliance, on a transaction that would be permitted under pro forma basis, with the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), 7.11(a) and (b), (c), (f), ) and (g2) no Default shall have occurred and be for fair market valuecontinuing or would result under any other provision of this Agreement from such Disposition.
Appears in 1 contract
Dispositions. Make Dispose of, or permit any Disposition of its Subsidiaries to Dispose of, any assets, or enter into grant any agreement option or other right to make purchase, lease or otherwise acquire any Dispositionassets, except:
(a) Dispositions sales and leases of obsolete or worn out property, whether now owned or hereafter acquired, inventory in the ordinary course of its business, provided that the aggregate book value of all inventory subject to any such leases at any time shall not exceed $20,000,000;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affecta transaction authorized by Section 7.04;
(c) (i) Dispositions of equipment assets among Loan Parties (other than, except to the extent that (iotherwise permitted by this Section 7.05,7.05 and as otherwise would not materially impair the Collateral or the Secured Parties’ security interest therein, asset transfers to or by the US Borrower or the Company or any Disposition by any US Subsidiary to a Foreign Subsidiary) such property is exchanged for credit against the purchase price of similar replacement property or and (ii) Dispositions of assets among Subsidiaries of the proceeds of such Disposition are reasonably promptly applied US Borrower to the purchase price of extent such replacement propertyassets do not constitute Collateral;
(d) Dispositions of property by assets (including any Subsidiary Disposition of assets pursuant to the Borrower or to a wholly-owned Subsidiary; Restructuring) for cash and/or promissory notes, provided that if the transferor at least 85% of such property is a Subsidiary Guarantorproceeds consist of cash, and that such Dispositions are for fair value (other than minority interests in Subsidiaries) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year (which, for purposes of determining compliance with such aggregate limit, the transferee thereof must either proceeds of the Disposition of assets pursuant to the Restructuring with a book value not in excess of $10,000,000 shall be the Borrower excluded from this aggregate limit), in each case so long as no Default shall have occurred and be continuing or a Subsidiary Guarantorwould result from such sale;
(e) Dispositions permitted by Section 7.04;of obsolete assets having a book value of zero; and
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000Approved Asbestos Insurance Settlement; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions constituting the licensing of property (i) resulting from intangible assets in the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt ordinary course between Subsidiaries of the condemnation proceeds US Borrower or insurance proceeds between the US Borrower and any of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.its Subsidiaries;
Appears in 1 contract
Samples: Credit Agreement (Colfax CORP)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of used, worn out, obsolete or worn out surplus property by the Borrower or any Subsidiary of the Borrower in the ordinary course of business that is, in the reasonable judgment of the Borrower or such Subsidiary, no longer economically practicable to maintain or useful in the conduct of its business;
(b) Dispositions of inventory in the ordinary course of business;
(c) Dispositions by any Subsidiary of any or all of its business, property or assets to the Borrower or any other Subsidiary;
(1) transactions permitted by Section 6.03; and (2) transfers or other Dispositions permitted by
(e) licenses or sublicenses by the Borrower or any Subsidiary of intellectual property and general intangibles, including any proprietary software of the Borrower or any Subsidiary, and licenses, leases or subleases by the Borrower or any Subsidiary of other property, whether now owned in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or hereafter acquiredany of its Subsidiaries;
(f) any sale or other Disposition of cash or Eligible Investments; provided, however, that, in the case of Eligible Investments, such sale or other Disposition shall be made solely for and in connection with the Borrower’s or any Subsidiary’s, as applicable, investment portfolio and in accordance with its Investment Policy;
(g) ceding of insurance or reinsurance, or a Disposition pursuant to a reinsurance agreement or other Insurance Product, in the ordinary course of business;
(bh) ordinary-course-of-business other Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business assets of the Borrower or any of its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment otherwise permitted pursuant to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiarythis Section 6.05; provided that if the transferor (A) no Default then exists or would result therefrom, and (B) (x) such assets to be Disposed pursuant to this Section 6.05(h), together with all assets of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under previously Disposed pursuant to this Section 7.056.05(h), subject do not in the aggregate constitute, on a Pro Forma Basis, a Substantial Portion of the assets of the Borrower and its Subsidiaries or (y) after giving effect to such Disposition on a Pro Forma Basis, the following conditions:Consolidated Total Assets would not be less than 90% of the Consolidated Total Assets as of December 31, 2017;
(i) that no Default exists at the time of such Disposition or would result from such DispositionLiens permitted under Section 6.02 and Restricted Payments permitted under Section 6.07;
(iij) that Dispositions of Investments made in compliance with Section 6.04;
(k) the aggregate book value performance under the Specified Fee Business Investment Agreement and the Specified Fee Business Ancillary Agreements and the consummation of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000the Specified Fee Business Transactions; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(gl) Dispositions of property assets (iother than cash and Permitted Investments) resulting from the condemnation thereof in exchange for (or (iifor substantially concurrent replacement with) that has suffered a casualty (constituting a total loss other assets of comparable or constructive total loss of such property)superior type, in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred value and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valuequality.
Appears in 1 contract
Samples: Credit Agreement
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of surplus, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04Sections 7.01, 7.02 and 7.03;
(f) Dispositions of property having a fair market value of less than $5,000,000 individually;
(g) Dispositions by the Borrower Company and its Subsidiaries not otherwise permitted under this Section 7.05, subject 7.04 so long as (A) the aggregate amount (based upon the fair market value of the assets) of all property sold or otherwise disposed pursuant to all such Dispositions on and after the following conditions:
(i) that no Default exists Closing Date at the time of and after giving effect to any such Disposition or would result from such Disposition;
does not constitute a Substantial Portion of the property of the Company and its Subsidiaries and (iiB) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to total consideration received by the Borrower Company or such Subsidiary in cash;
(g) Dispositions any of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualtyits Subsidiaries, as applicable, provided that for such Disposition or series of Dispositions consists of cash or cash equivalents;
(h) Dispositions necessary or advisable to complete the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)Separation Transactions; and
(hi) so long as no Default has occurred Dispositions of interests held by the Company and is continuing, the grant of any option its Subsidiaries in electricity generating units to tenants-in-common (or Affiliates thereof) in exchange for reasonably equivalent tenants-in-common interests in other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), electricity generating units
(j) provided, however, that any Disposition pursuant to Section 7.05(a), clauses (b), (c), (f), and a) through (g) shall be for fair market value.
Appears in 1 contract
Samples: Bond Purchase and Covenants Agreement (Dayton Power & Light Co)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of used, worn out, obsolete or worn out surplus property by the Borrower or any Subsidiary of the Borrower in the ordinary course of business that is, in the reasonable judgment of the Borrower or such Subsidiary, no longer economically practicable to maintain or useful in the conduct of its business;
(b) Dispositions of inventory in the ordinary course of business;
(c) Dispositions by any Subsidiary of any or all of its business, property or assets to the Borrower or any other Subsidiary;
(1) transactions permitted by Section 6.03; and (2) transfers or other Dispositions permitted by Section 6.03(c);
(e) licenses or sublicenses by the Borrower or any Subsidiary of intellectual property and general intangibles, including any proprietary software of the Borrower or any Subsidiary, and licenses, leases or subleases by the Borrower or any Subsidiary of other property, whether now owned in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or hereafter acquiredany of its Subsidiaries;
(f) any sale or other Disposition of cash or Eligible Investments; provided, however, that, in the case of Eligible Investments, such sale or other Disposition shall be made solely for and in connection with the Borrower’s or any Subsidiary’s, as applicable, investment portfolio and in accordance with its Investment Policy;
(g) ceding of insurance or reinsurance, or a Disposition pursuant to a reinsurance agreement or other Insurance Product, in the ordinary course of business;
(bh) ordinary-course-of-business other Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business assets of the Borrower or any of its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment otherwise permitted pursuant to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiarythis Section 6.05; provided that if the transferor (A) no Default then exists or would result therefrom, and (B) (x) such assets to be Disposed pursuant to this Section 6.05(h), together with all assets of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under previously Disposed pursuant to this Section 7.056.05(h), subject do not in the aggregate constitute, on a Pro Forma Basis, a Substantial Portion of the assets of the Borrower and its Subsidiaries or (y) after giving effect to such Disposition on a Pro Forma Basis, the following conditions:Consolidated Total Assets would not be less than 90% of the Consolidated Total Assets as of December 31, 2017;
(i) that no Default exists at the time of such Disposition or would result from such DispositionLiens permitted under Section 6.02 and Restricted Payments permitted under Section 6.07;
(iij) that Dispositions of Investments made in compliance with Section 6.04;
(k) the aggregate book value performance under the Specified Fee Business Investment Agreement and the Specified Fee Business Ancillary Agreements and the consummation of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000the Specified Fee Business Transactions; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(gl) Dispositions of property assets (iother than cash and Permitted Investments) resulting from the condemnation thereof in exchange for (or (iifor substantially concurrent replacement with) that has suffered a casualty (constituting a total loss other assets of comparable or constructive total loss of such property)superior type, in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred value and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valuequality.
Appears in 1 contract
Samples: Credit Agreement (Amtrust Financial Services, Inc.)
Dispositions. Make The Borrower will not, nor will it permit any Disposition other Loan Party to, convey, sell, lease, transfer or enter into otherwise dispose of, in one transaction or a series of transactions, any agreement to make any Dispositionpart of its business or property, whether now owned or hereafter acquired (including receivables and leasehold interests), except:
(a) Dispositions of obsolete or worn worn-out property, whether now owned tools or hereafter acquiredequipment no longer used or useful in its business and the abandonment or other disposition of intellectual property that is, in the ordinary course reasonable judgment of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise Borrower, no longer economically practicable to maintain or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and useful in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or and its Subsidiaries taken as a whole;
(b) any Loan Party may sell, lease, transfer or otherwise dispose of any or all of its property (including any Equity Interests of any direct Subsidiary thereof) to (i) another Loan Party and do not materially detract from (ii) any Non-Loan Party Subsidiary but only to the value or extent permitted under the use last sentence of the property which they affectSection 6.03(b);
(c) Dispositions discounts or forgiveness of equipment to accounts receivable in the extent that (i) such property is exchanged ordinary course of business or in connection with collection or compromise thereof and for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertywhich adequate reserves have been established;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantorcash and Cash Equivalents;
(e) Dispositions permitted by Section 7.04of the Equity Interests of CoreLogic;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000Excluded Dispositions; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (iother than the Equity Interests of CoreLogic) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, by any Loan Party; provided that the cash proceeds therefrom are applied aggregate fair market value of all such Dispositions (for all Loan Parties) during the term of this Agreement shall not exceed $200,000,000. Notwithstanding anything to the contrary contained in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuingthis Section, the grant of any option or Borrower and each other right to purchase any asset in a transaction that would Loan Party shall be permitted under to engage in ordinary course business activities consistent with past practice including, without limitation, the provisions Disposition of Section 7.05(f)inventory and other property, providedthe licensing, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f)sublicensing or resale of intellectual property and data, and (g) shall be for fair market valuethe leasing or subleasing of real and/or personal property.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of (i) surplus, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, and (ii) machinery and equipment from the Borrower or a Subsidiary to the Borrower or a Subsidiary in the ordinary course of business in connection with the management of the manufacturing facilities and operations of the Borrower and its Subsidiaries;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, either (i) such Disposition must constitute an Investment permitted by Section 7.02(d)(iv) or (ii) the transferee thereof must either be the Borrower Borrower, another Subsidiary that is a Guarantor, or a Material Subsidiary Guarantorand such Person (and, if applicable, its Domestic Subsidiaries) shall have complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such Disposition;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Non-Recourse Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
of (i) that no Default exists at the time of such Disposition or would result from such Disposition;
property pursuant to sale-leaseback transactions constituting Non-Recourse Project Indebtedness, (ii) that the aggregate book value of all property Disposed of their interests in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
solar projects, and (iii) that at least 75% of the purchase price for such asset shall be paid residual revenue streams related to the Borrower or such Subsidiary in cashsolar projects;
(g) Dispositions of property (i) resulting from any property, land or building (including any related receivables or other intangible assets) of the condemnation thereof Borrower or any Subsidiary to any Person which is not a Subsidiary of the Borrower, or (ii) that has suffered the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any Person which is not a casualty Subsidiary of the Borrower (constituting including by merger or consolidation with a total loss or constructive total loss Person which is not a Subsidiary of the Borrower); provided that: (A) the consideration for such Disposition represents fair market value for such Disposition; (B) in the case of any such Disposition involving consideration in excess of $50,000,000, at least five Business Days prior to the date of completion of such property), in each case upon or after receipt Disposition the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed on behalf of the condemnation proceeds Borrower by a Responsible Officer, which certificate shall contain (1) a description of the proposed Disposition, the date such Disposition is scheduled to be consummated, the estimated purchase price or insurance proceeds other consideration for such Disposition, (2) a certification that no Default or Event of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, or would result from consummation of such Disposition, (3) (if requested by the grant Administrative Agent) a certified copy of the draft or definitive documentation pertaining thereto and (4) a reasonably detailed calculation demonstrating compliance with subpart (C) below and that immediately after giving effect to such Disposition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Disposition had been consummated as of the first day of the fiscal period covered thereby; and (C) the aggregate amount of all assets Disposed of pursuant to this Section 7.05(g) during any option or other right fiscal year of the Borrower shall not have contributed more than 10% of Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended fiscal year; and
(h) Dispositions in fiscal year 2011 in respect of the Kuching Sale Leaseback in an aggregate amount not to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, exceed $50,000,000; provided that any Disposition pursuant to this Section 7.05(a), (b), (c), (f), and (g) 7.05 shall be for fair market valuevalue (as determined by the Borrower in its reasonable judgment).
Appears in 1 contract
Dispositions. Make The Reporting Entity will not, and will not permit any Disposition Restricted Subsidiary to, convey, sell, assign, transfer or enter into otherwise dispose of (each a “Disposition”) any agreement of its property or assets outside the ordinary course of business, other than to make any Dispositionmember of the Consolidated Group, exceptexcept for:
(a) Dispositions of obsolete assets and property that are (i) obsolete, worn, damaged, uneconomic or worn out otherwise deemed by any member of the Consolidated Group to no longer be necessary or useful in the operation of such member of the Consolidated Group’s current or anticipated business or (ii) replaced by other assets or property of similar suitability and value; STERIS CORPORATION NOTE PURCHASE AGREEMENT
(b) Dispositions of cash and Cash Equivalents;
(c) Dispositions of accounts receivable (i) in connection with the compromise or collection thereof, (ii) deemed doubtful or uncollectible in the reasonable discretion of any member of the Consolidated Group, (iii) obtained by any member of the Consolidated Group in the settlement of joint interest billing accounts, (iv) granted to settle collection of accounts receivable or the sale of defaulted accounts arising in connection with the compromise or collection thereof and not in connection with any financing transaction or (v) in connection with a Permitted Receivables Facility;
(d) any other Disposition (not otherwise permitted under this Agreement) of any assets or property; provided that after giving effect thereto, whether now owned the Reporting Entity would be in pro forma compliance with the covenants set forth in Section 10.2;
(e) Dispositions by any member of the Consolidated Group of all or hereafter acquiredany portion of any Subsidiary that is not a Material Subsidiary;
(f) leases, licenses, subleases or sublicenses by any member of the Consolidated Group of intellectual property in the ordinary course of business;
(bg) ordinary-course-of-business Dispositions arising as a result of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise granting or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights incurrence of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property Liens permitted under Section 10.3 or (ii) the proceeds transactions permitted under Section 10.4 (other than Section 10.4(d)) of such Disposition are reasonably promptly applied to the purchase price of such replacement propertythis Agreement;
(dh) any Disposition or series of related Dispositions of property by any Subsidiary to that does not individually or in the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantoraggregate exceed $10,000,000;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at Dispositions constituting terminations or expirations of leases, licenses and other agreements in the time ordinary course of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000business; and
(iiij) that at least 75% contributions of assets in the purchase price for such asset shall be paid ordinary course of business to joint ventures entered into in the Borrower or such Subsidiary in cash;
(g) Dispositions ordinary course of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valuebusiness.
Appears in 1 contract
Samples: Note Purchase Agreement (STERIS PLC)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of no longer useful or used, surplus, obsolete or worn out property, whether now owned or hereafter acquired, assets in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment to the extent that (i) in a transaction where such property equipment is exchanged for credit against the purchase price of similar replacement property equipment or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyequipment;
(d) Dispositions of cash or Cash Equivalents;
(e) Dispositions of property by any Subsidiary to the Borrower or by the Borrower or any Subsidiary to a wholly-owned any other Subsidiary; provided that (i) if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either shall be a Loan Party and (ii) to the Borrower or a Subsidiary Guarantor;
(e) Dispositions extent such transaction constitutes an Investment, such transaction is permitted by under Section 7.047.03;
(f) Dispositions permitted under Section 7.06;
(g) Disposition of (i) the Home and Garden division of the Borrower, in whole or in part, (ii) assets constituting one or more other divisions or lines of business of the Borrower and its Subsidiaries and (iii) any manufacturing plants or facilities, in each case, made as part of a debt reduction program of the Borrower; provided that at least 75% of the consideration received by the Borrower and its Subsidiaries in any such Disposition shall be in the form of cash and Cash Equivalents.
(h) Dispositions not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition;
therefrom, (ii) that the aggregate book value of all property Disposed of in reliance on this clause (fSection 7.05(h) shall not exceed $35,000,000 in any fiscal year shall not exceed of the Borrower or $20,000,000; and
100,000,000 since the Closing Date and (iii) that at least 75% of the purchase price for consideration received by the Borrower and its Subsidiaries in any such asset Disposition shall be paid to in the Borrower or such Subsidiary in cashform of cash and Cash Equivalents;
(gi) Dispositions of property pursuant to sale and leaseback transactions; provided that (i) resulting from at the condemnation thereof time of entering into such transaction, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) the aggregate fair market value of all property Disposed of in reliance on this Section 7.03(i) shall not exceed $15,000,000 (which amount may, with prior approval by the Administrative Agent, be increased to $25,000,000) since the Closing Date and (iii) at least 75% of the consideration received by the Borrower and its Subsidiaries in any such Disposition shall be in the form of cash and Cash Equivalents;
(j) (i) sales or discounts of accounts receivable without recourse arising in the ordinary course of business in connection with the compromise or collection thereof (but not as part of any securitization or factoring arrangement) and (ii) sales or transfers of accounts receivable and related rights by any Foreign Subsidiary pursuant to customary receivables financing facilities or factoring arrangements;
(k) transfers of property that has suffered is the subject of a casualty Casualty Event upon receipt of insurance or other proceeds arising from such Casualty Event;
(constituting a total loss l) Dispositions of Equity Interests in Dormant Subsidiaries;
(m) Dispositions of Investments in joint ventures to the extent required by, or constructive total loss of such property)made pursuant to, any buy/sell arrangement or any similar binding arrangement between joint venture parties, in each case upon or after receipt case, that is in effect on the Closing Date;
(n) Dispositions of accounts receivable pursuant to retailer mandated factoring programs in an aggregate amount not to exceed $15,000,000 since the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)Term Facility Closing Date;
(o) Dispositions set forth on Schedule 7.05; and
(hp) so long as no Default has occurred and is continuingDispositions in the ordinary course of business consisting of abandonment of IP Rights that, in the grant good faith determination of the Borrower or any option Subsidiary, are uneconomical, negligible, obsolete or other right to purchase any asset otherwise not material in a transaction that would be permitted under the provisions conduct of Section 7.05(f), its business; provided, however, that any Disposition pursuant to Section 7.05(a), (bSections 7.05(b), (c), (fd), (g), (h), (i), (n) and (go) shall be made at least for the fair market valuevalue of the assets Disposed.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a1) Dispositions of obsolete obsolete, damaged, worn out, used or worn out surplus property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business and Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise property no longer used or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and useful in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectRestricted Subsidiaries;
(c2) Dispositions of (i) inventory, (ii) equipment and goods held for sale in the ordinary course of business and (iii) immaterial assets (considered in the aggregate) in the ordinary course of business;
(i) any exchange or swap of assets, or lease, assignment or sublease of any real property or personal property for like property for use in a business not in contravention with Section 7.07 and (ii) Dispositions of property to the extent that (ix) such property is exchanged for credit against the purchase price of similar replacement property or (iiy) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d4) Dispositions of property by any Subsidiary to among the Borrower or to a wholly-owned Subsidiaryand the Restricted Subsidiaries; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05Loan Party, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that such Disposition shall be deemed to be an Investment and such Investment arising from such Disposition must be a permitted Investment in accordance with Section 7.02 (other than Section 7.02(e)) or (iii) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with the consummation of the 161 transaction and the aggregate book fair market value (as determined in good faith by the Borrower) of all the property Disposed of sold, leased, licensed, transferred or otherwise disposed by Loan Parties to Non-Loan Parties in reliance on of this clause (fd)(iii) in any fiscal year shall not exceed the greater of (x) $20,000,000; and5,000,000 and (y) 5% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries determined at the time of such Disposition (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period on or prior to the date of determination (plus any unused amount permitted by this clause (d)(iii) for any fiscal year that may be carried forward and utilized in the immediately succeeding fiscal year);
(iii5) that at least 75% of the purchase price for such asset shall be paid Dispositions permitted by Section 7.02 (other than Section 7.02(e)), Section 7.04 (other than Section 7.04(c) or (h)), Section 7.06 (other than Section 7.06(d)) and Section 7.12 and Liens permitted by Section 7.01 (other than Section 7.01(m)(ii));
(6) Dispositions with respect to property built or acquired by the Borrower or such any Restricted Subsidiary in cash;
(g) Dispositions of property (i) resulting from after the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property)Closing Date, in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, including pursuant to sale-leaseback transactions; provided that the cash proceeds therefrom Net Cash Proceeds thereof are applied in accordance with Section 2.04(b)(ii2.05(b)(ii);
(7) Dispositions of (i) Cash Equivalents and (ii) other current assets that were Cash Equivalents when the original Investment in such assets was made and which thereafter fail to satisfy the definition of Cash Equivalents;
(8) leases, subleases, licenses or sublicenses (including non-exclusive licenses or sublicenses of intellectual property or software, including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole;
(9) transfers of property subject to Casualty Events;
(10) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition, (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of the greater of (x) $5,000,000 and (y) 5% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries determined at the time of such Disposition (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period on or prior to the date of determination, the Borrower or any of the Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens, other than Liens permitted by Section 7.01); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that (A) any Disposition pursuant liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary that (1) are assumed by the transferee with respect to Section 7.05(athe applicable Disposition, (2) for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing or (3) are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or the Restricted Subsidiaries), (b)B) any securities, notes or other obligations or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (c), to the extent of the cash or Cash Equivalents received) within one hundred and eighty (f), and (g180) shall be for fair market value.days following the closing of the applicable Disposition,
Appears in 1 contract
Samples: Credit Agreement (Solo Brands, Inc.)
Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”) all or any Disposition part of its business or enter into any agreement to make any Dispositionproperty, except:
except for Transfers (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Inventory in the ordinary course of business;
; (b) ordinaryof worn-course-of-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business Dispositions of (i) inventoryBorrower or any of its Subsidiaries; (iic) Cash Equivalentsconsisting of Permitted Liens and Permitted Investments; (iiid) overdue consisting of Borrower’s or its Subsidiaries’ use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (e) consisting of the sale or discount, in each case without recourse and in the ordinary course of business, by Borrower or its Subsidiaries of accounts receivable or notes receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof (and not or in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct bankruptcy or reorganization of the business applicable account debtors and dispositions of the Borrower any securities received in any such bankruptcy or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantorreorganization, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the from any Subsidiary that is not a Loan Party to Borrower or any Subsidiary; (g) from any Loan Party to another Loan Party, and its Subsidiaries (h) other Transfers not otherwise permitted under this Section 7.05to exceed (x) prior to a Qualified IPO, subject to the following conditions:
Five Hundred Thousand Dollars (i$500,000) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that in the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed and (y) from and after a Qualified IPO, Two Million Five Hundred Thousand ($20,000,000; and
(iii2,500,000) that at least 75% of in the purchase price for such asset shall be paid to the Borrower or such Subsidiary aggregate in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicableany fiscal year, provided that no such cap shall apply to any Dispositions made at any time that the cash proceeds therefrom Liquidity Threshold is satisfied; provided further that in no event shall any Loan Party Transfer Intellectual Property to a Subsidiary that is not a Loan Party. For the avoidance of doubt, this Section 7.01 shall not prohibit the early termination or unwinding of any Permitted Call Spread Agreement so long as the related payments are applied made in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value7.07.
Appears in 1 contract
Samples: Loan and Security Agreement (Broadscale Acquisition Corp.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property in either case in the ordinary course of business of such Restricted Subsidiary to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by the Borrower (other than Dispositions of any Pledged Equity) or any Restricted Subsidiary to the Borrower or to a Restricted Subsidiary which is wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be by the Borrower or a Subsidiary Guarantorand/or its other Restricted Subsidiaries;
(e) Dispositions permitted by Section 7.047.04(a), (b)(i), (b)(ii) or (b)(iii); provided, that any merger, liquidation or consolidation permitted pursuant to Section 7.04(b)(iii) shall only constitute a permitted Disposition pursuant to this clause (e) if a wholly-owned Restricted Subsidiary shall be the continuing or surviving Person after giving effect to such merger, liquidation or consolidation;
(f) Dispositions by the Borrower and its Restricted Subsidiaries to any other Person not otherwise permitted under this Section 7.057.05 (including, subject without limitation, (A) Dispositions to a Restricted Subsidiary that is not a Wholly-Owned Subsidiary of the Borrower and Dispositions in the form of Investments in such Restricted Subsidiaries and other Investments in Persons (other than a Restricted Subsidiary) otherwise permitted by Section 7.02, (B) Dispositions pursuant to Section 7.04(b)(iii) to the following conditions:
extent a wholly-owned Restricted Subsidiary shall not be the continuing or surviving Person after giving effect to such Disposition, (C) Restricted Payments that are deemed Dispositions under Section 7.06(a)(ii)(B), (D) non-cash Restricted Payments permitted by Section 7.06(e) and (E) any Designation of a Restricted Subsidiary as an Unrestricted Subsidiary otherwise permitted by Section 7.11); provided that (i) that no Default exists at the time of such Disposition or Disposition, no Default shall exist or, as determined on a Pro Forma Basis, would result from such Disposition;
Disposition and (ii) that the aggregate book value of all property Disposed of (or deemed Disposed of) in reliance on this clause (fSection 7.05(f) in any period of four consecutive fiscal year quarters (ending with the quarter in which such Disposition occurs) shall not exceed $20,000,000; and
(iii) that at least 7515% of Consolidated Total Assets as of the purchase price last day of the most recently ended fiscal quarter prior to such Disposition; provided, further, that, for purposes of such asset calculation, if any such transferee is a Restricted Subsidiary, and the percentage of the aggregate outstanding Equity Interests of such Restricted Subsidiary owned by the Borrower and its Restricted Subsidiaries is less than the percentage of the outstanding Equity Interests in the transferor Restricted Subsidiary owned by the Borrower and its Restricted Subsidiaries, then such Disposition shall be paid deemed to be a Disposition of only that percentage of assets so Disposed of which is equal to the difference between (A) the percentage of outstanding Equity Interests of the transferor Restricted Subsidiary owned by the Borrower or and its Restricted Subsidiaries immediately before such Disposition and (B) the percentage of the outstanding Equity Interests of the transferee Restricted Subsidiary in cashowned by the Borrower and its Restricted Subsidiaries immediately after giving effect to such Disposition;
(g) Dispositions of property (iRestricted Payments paid in cash permitted under Section 7.06(a) resulting from the condemnation thereof or (iie);
(h) that has suffered Restricted Payments involving the purchase, redemption, retirement or acquisition of Equity Interests of Restricted Subsidiaries owned by a casualty (constituting a total loss or constructive total loss Joint Venture Party where after giving effect to such transaction the aggregate percentage of the outstanding Equity Interests of such property), in each case upon or after receipt of Restricted Subsidiary owned by the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)Borrower and its Restricted Subsidiaries is correspondingly increased; and
(hi) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valueThe Selling Equity Holder Distribution.
Appears in 1 contract
Samples: Credit, Pledge and Security Agreement (Discovery Communications, Inc.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or property, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, and (iii) the Borrower reasonably determines that neither such equipment or real property nor any replacement is necessary or useful for the operation of the business of the disposing party;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) non-exclusive licenses or exclusive licenses as to field of use, of IP Rights in the ordinary course of business and substantially consistent with past practice; and
(g) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
Disposition and (ii) that the aggregate book value of all property Disposed of in reliance on this clause (fh) in any fiscal year shall not exceed $20,000,00010,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), clauses (b), (c), (f), and a) through (g) shall be for fair market value.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessPermitted Transfers;
(b) ordinary-course-of-business Dispositions of to the extent constituting a Disposition, any (i) inventory; Lien permitted by Section 7.01, (ii) Cash Equivalents; Investment permitted by Section 7.03 or (iii) overdue accounts receivable action permitted by Section 7.04 (in connection with the compromise each case, other than by reference to this Section 7.05 (or collection thereof (and not in connection with any financing transactionsub-clause hereof); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect);
(c) Permitted Warrant Transactions; and
(d) other Dispositions of equipment to the extent that so long as (i) such property is exchanged at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents (provided, that, for credit against purposes hereof, cash consideration shall include (A) cash and Cash Equivalents paid contemporaneously with the purchase price consummation of similar replacement property or the Disposition, (iiB) the proceeds amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are 1204724.01-CHISR02A - MSW CHAR1\1886837v5 subordinated to the Obligations or that are owed to a Loan Party or any of its Subsidiaries) of any Loan Party or any of its Subsidiaries (as shown on such Disposition Person’s most recent balance sheet or in the notes thereto) that are reasonably promptly assumed by the transferee of any such assets and for which the Loan Parties and their Subsidiaries shall have been validly released by all relevant creditors in writing, (C) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such replacement property;
Disposition, and (dD) Dispositions of property any securities received by any Subsidiary such Loan Party or its Subsidiaries from such transferee that are converted by such Person into cash or Cash Equivalents (to the Borrower extent of the cash or to Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable Disposition paid contemporaneously with consummation of the Disposition and shall be in an amount not less than the fair market value of the property disposed of; (ii) if such transaction is a wholly-owned Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 7.13; (iii) such transaction does not involve the sale or other disposition of minority Equity Interests in any Subsidiary; provided that if the transferor (iv) such transaction does not involve a sale or other disposition of such receivables other than receivables owned by or attributable to other property is concurrently being disposed of in a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not transaction otherwise permitted under this Section 7.05, subject to the following conditions:
Section; and (iv) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate net book value of all property Disposed of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in reliance on this clause all such transactions occurring after the Closing Date (fother than (1) in any fiscal year Sale and Leaseback Transactions permitted by Section 7.13 and (2) the Disposition of Non-Core Assets) shall not exceed the greater of (x) $20,000,000; and
100,000,000 and (iiiy) that at least 7510.0% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valueConsolidated Total Assets.
Appears in 1 contract
Samples: Credit Agreement (SP Plus Corp)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
; (b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
; (dc) Dispositions of property by the Borrower or any Subsidiary (i) to the Borrower or a wholly- owned Subsidiary and (ii) to a any other Subsidiary in an aggregate amount (excluding the value of such Disposition attributable to the equity of such other Subsidiary that is owned by the Borrower or any other wholly-owned Subsidiary) for all such transfers made during any fiscal year not exceeding $250,000,000; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
; (d) the sale, transfer or other disposition of cash, cash equivalents and securities in the ordinary course of business; (e) Dispositions permitted by Section 7.04;
the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions; (f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
7.04; provided that (i) that no Default exists at the time of such Disposition Disposition, no Event of Default shall exist or would result from such Disposition;
Disposition and (ii) that the aggregate book value assets disposed of pursuant to this Section 7.04(f), when aggregated with all property Disposed of assets subject to mergers and consolidations permitted by Section 7.03(c) (where such merger resulted in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to loss by the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualtySubsidiary, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(iiof business operations or assets); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset for such fiscal year, did not result in a transaction loss by the Borrower of assets that would be permitted under generated in excess of thirty percent (30%) of the provisions consolidated operating income of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.the Borrower during the immediately preceding fiscal year
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities;
(d) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(de) Dispositions of property by any Subsidiary to the Borrower Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Borrower or a Subsidiary GuarantorLoan Party;
(ef) Dispositions permitted by Section 7.04;
(fg) Dispositions by the Borrower Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $25,000,000 from and after the Closing Date;
(h) licenses of IP Rights, which licenses shall not, in the case of any license resulting in annual payments to the Company or any Subsidiary in excess of 1% of total consolidated sales of the Company during any such year, have a term exceeding fifteen years; and
(i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
Disposition and (ii) that the aggregate book value of all property Disposed of in reliance on this clause (fi) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 7512.5% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt Consolidated Total Assets as of the condemnation proceeds or insurance proceeds end of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)preceding fiscal year; and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), clauses (b), a) through (c), (f), and (gi) shall be for fair market value.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;; and
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
Disposition and (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
an amount equal to ten percent (iii10%) that at least 75% of the purchase price for such asset shall be paid to consolidated net worth of the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt and its Subsidiaries as of the condemnation proceeds or insurance proceeds end of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)immediately preceding fiscal year; and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), clauses (b), a) through (c), ) and (f), and (g) shall be for fair market value.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of (i) obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, and (ii) fixed operating assets (solely to the extent not constituting all or substantially all of the assets or business of the Borrower or any Subsidiary or a business unit, line of business or division of the Borrower or any Subsidiary) no longer used or useful to the business of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) inventory and Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and Equivalents in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by the Borrower or any Subsidiary to the Borrower or to Borrower, a wholly-wholly owned Subsidiary, or a Qualified Non-Wholly Owned Subsidiary; provided PROVIDED that (i) if the transferor of such property in a noncash transaction is the Borrower or a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor, and (ii) such Disposition shall be for fair market value and on arm's-length terms;
(e) Dispositions permitted by Section 7.04SECTION 7.04 and, to the extent any Investment permitted under SECTION 7.03 also constitutes, in whole or in part, a Disposition, such Investment;
(f) any issuance of Equity Interests of the Borrower;
(g) Dispositions by the Borrower and its Subsidiaries of the Specified Florida Properties and the Idle Properties; PROVIDED, that at least 25% of the purchase price therefore shall be paid in cash so long as any noncash consideration shall be secured by the Specified Florida Properties or the Idle Properties subject to such Disposition;
(h) the sale, transfer or disposition of accounts in connection with the collection or compromise thereof in the ordinary course of business;
(i) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice;
(j) Dispositions made pursuant to the terms of any Plan or Employee Benefit Arrangement in the ordinary course of business;
(k) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section SECTION 7.05, subject to the following conditions:
; PROVIDED that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
, (ii) that the aggregate book fair market value of all property Disposed of in reliance on this clause CLAUSE (fK) shall not exceed $10,000,000 in any fiscal year shall not exceed and $20,000,000; and
30,000,000 in the aggregate, and (iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary solely in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(hl) so long as no Default has occurred shall occur and is be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f)SECTION 7.05(K) above; PROVIDED, provided, howeverHOWEVER, that (x) any Disposition pursuant to Section 7.05(a), (b), (c), (f)SECTION 7.05(K) is for consideration at least equivalent to fair market value of the property or assets Disposed, and (gy) neither Dart nor BCICIS shall be for fair market value.transfer or otherwise Dispose of any Significant Xxxx except as permitted pursuant to SECTION 7.05(I) to the Borrower and its Subsidiaries. 103
Appears in 1 contract
Dispositions. Make Sell, lease or make any Disposition or enter into any agreement to make any Disposition, exceptexcept so long as no Default or Event of Default exists at the time or would occur as a result thereof:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course Ordinary Course of businessBusiness;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct Ordinary Course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectBusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or for use in the Ordinary Course of Business, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty for use in the Ordinary Course of Business or (iii) the board of directors or senior management of the Borrower or such Subsidiary has determined in good faith that the failure to replace such property will not be detrimental to the business of the Borrower or such Subsidiary;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if Subsidiary of the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary GuarantorBorrower;
(e) Dispositions permitted by Section 7.04;
(f) non-exclusive licenses of IP Rights in the Ordinary Course of Business and substantially consistent with past practice for terms not exceeding five years; and
(g) other Dispositions or property (other than accounts and notes receivable) not described in subsections (a) through (f) of this Section 7.05; provided that the aggregate consideration from such Dispositions received by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05Subsidiaries, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that including aggregate cash received and the aggregate book fair market value of all non-cash property Disposed of in reliance on this clause (f) in any fiscal year received, shall not exceed $20,000,000; and
(iii) that at least 755% of the purchase price for such asset shall be paid to total assets of the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered determined on a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied consolidated basis in accordance with Section 2.04(b)(ii)GAAP) as of the end of the Borrower's most recently ended fiscal year; and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, provided that any Disposition pursuant to Section 7.05(a), subsections (b), (c), (f), and a) through (g) shall be for fair market value.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided PROVIDED that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section SECTION 7.04;
(f) each of the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction;
(g) each of the Borrower and its Subsidiaries may grant licenses, sublicenses, leases or subleases to other Persons not materially interfering with the conduct of the business of the Borrower or any of its Subsidiaries; and
(h) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section SECTION 7.05, subject to the following conditions:
; PROVIDED that (i) that no Default exists at the time of such Disposition Disposition, no Default or Event of Default shall exist or would result from such Disposition;
Disposition and (ii) that the aggregate book value of all property Disposed of in reliance on this clause (fh) in any fiscal year shall not exceed $20,000,0001,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property)PROVIDED, in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, howeverHOWEVER, that any Disposition pursuant to Section 7.05(a), clauses (b), a) through (c), (f), and (gh) shall be for fair market value.
Appears in 1 contract
Samples: Credit Agreement (Nuco2 Inc /Fl)
Dispositions. Make any Disposition (or enter into any agreement to make any Dispositiona division or plan of division), except:
(ai) any Group Company may sell Inventory in the ordinary course of business;
(ii) Dispositions of obsolete obsolete, worn out, surplus, damaged, idled, unmerchantable or worn out propertyotherwise unsaleable assets (including any IP Rights) that are no longer economically practicable or useful in the conduct of the business of the Group Companies, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment or real property (except for Material Real Property) to the extent that (iA) such property is exchanged for credit against the purchase price of similar replacement property or (iiB) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(div) Dispositions of property by any Loan Party or any Restricted Subsidiary to the Borrower any Loan Party or to a wholly-owned Wholly Owned Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be a Loan Party (other than Holdings) except that Dispositions of assets by any Loan Party to Holdings or any Restricted Subsidiary which is not a Loan Party shall be permitted in an aggregate amount not to exceed the Borrower or a Subsidiary Guarantorgreater of (x) $55,000,000 and (y) 2.5% of Consolidated Total Assets;
(ev) Dispositions permitted by Section 7.04Sections 7.01, 7.03, 7.04 and 7.06;
(fvi) Holdings and its Restricted Subsidiaries may liquidate, use or sell cash, Cash Equivalents and Foreign Cash Equivalents;
(vii) the Borrower or any Restricted Subsidiary of the Borrower may sell or dispose of Equity Interests in a Restricted Subsidiary of the Borrower to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries;
(viii) leases, subleases, licenses or sublicenses of property (a) in the ordinary course of business and (b) which do not materially interfere with ordinary conduct of the business of the Group Companies;
(ix) transfers of property subject to Casualty upon receipt of the Net Cash Proceeds of such Casualty;
(x) Dispositions in the ordinary course of business consisting of the abandonment of IP Rights which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Group Companies;
(xi) the expiration of IP Rights in accordance with their maximum statutory term;
(xii) Dispositions by the Borrower Holdings and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (A) at least 75% of the consideration therefor is cash or Cash Equivalents; provided that the sum of (1) any liabilities (as shown on Holdings’ or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of Holdings or such Restricted Subsidiary, subject other than liabilities that are by their terms subordinated to the Loans, that are assumed by the transferee of any such assets (or a third party on behalf of the transferee) and for which Holdings or such Restricted Subsidiary has been validly released by all creditors in writing; (2) any securities, notes or other obligations or assets received by Holdings or such Restricted Subsidiary from such transferee that are converted by Holdings or such Subsidiary into cash (to the extent of the cash received) within 180 days following conditions:
the closing of such Disposition; and (i3) any Designated Noncash Consideration received by Holdings or such Restricted Subsidiary in such Disposition having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (3) that has not previously been converted to cash, not to exceed the greater of (x) $110,000,000 and (y) 6.0% of Consolidated Total Assets at the time of receipt of such Designated Noncash Consideration, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, in each case, shall be deemed to be cash solely for purposes of this Section 7.05(xi) and for no Default exists other purpose; (B) in the case of Dispositions of any Collateral by the Loan Parties, the aggregate fair market value of all Collateral sold or otherwise disposed of in all such transactions in reliance on this clause (xi) shall not exceed (I) the greater of (1) $92,500,000 and (2) 5.0% of Consolidated Total Assets as of the date of such Disposition in any fiscal year of Holdings or (II) the greater of (1) $185,000,000 and (2) 10.0% of Consolidated Total Assets on the date of such Disposition, in the aggregate from and after the Effective Date; (C) such Person receives consideration at the time of such Disposition at least equal to the fair market value (as determined in good faith by Holdings) of the assets sold or would result from otherwise dispose of; (D) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such Dispositiontransaction; and (E) Holdings shall not Dispose of any of its assets constituting (or required to constitute) Collateral;
(iixiii) Dispositions of Receivables pursuant to Factoring Arrangements, so long as (A) such Receivables are sold at no less than the fair market value thereof (which may include a discount customary for transactions of this type) and at least 90% of the consideration therefor is cash or Cash Equivalents and (B) any such Factoring Arrangement constitutes a “true sale” transaction and not a financing transaction;
(xiv) transfers of condemned real property to the respective Governmental Authority that has condemned the aggregate book value same (whether by deed in lieu of condemnation or otherwise), and transfers of personal properties that have been subject to a casualty to the respective insurer of such property or its designee as part of an insurance settlement;
(xv) cancellations of intercompany Indebtedness among Holdings and its Restricted Subsidiaries;
(xvi) Holdings may sell the Equity Interest, or all or substantially all of the assets, of Masonite (Africa) Limited;
(xvii) sales or dispositions of Equity Interests in Joint Ventures existing as of the Effective Date;
(xviii) the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business;
(xix) the sale, transfer or disposition of the real property Disposed located in Easton, Hearne, Watseka, Los Banos, Sacramento, Farmington Hills, South Bend, Astatula, Ukaih, Limon/Guapiles, Hungary, Costa Rica and Hedingham;
(xx) Dispositions to effect the formation of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000non-Loan Party Restricted Subsidiary that is a Divided Delaware LLC; provided that upon formation of such Divided Delaware LLC, the Loan Parties have complied with Section 6.12, to the extent applicable; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(hxxi) so long as no Default has occurred and or Event of Default is continuingthen in existence or would otherwise arise therefrom, Dispositions of assets (other than IP Rights) to the grant extent the aggregate value of any option such assets does not exceed (A) $10,000,000 for a single transaction or other right to purchase any asset in a transaction that would be permitted under the provisions series of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), related transactions and (gB) shall be for fair market value$20,000,000 in any fiscal year.
Appears in 1 contract
Dispositions. Make any Disposition of any of its property (other than any Disposition having a fair market value not in excess of $5,000,000 in a single transaction or enter into any agreement series of related transactions (and in the aggregate with all other such Dispositions, not to make any Dispositionexceed $20,000,000)), except:
(a) Dispositions of obsolete obsolete, used, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business and Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise property no longer used or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and useful in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from any Restricted Subsidiary;
(b) Dispositions of inventory in the value or the use ordinary course of the property which they affectbusiness;
(c) Dispositions of equipment property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by the Borrower or any Restricted Subsidiary to the Borrower or to a wholly-owned another Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (x) the transferee thereof must either be a Loan Party or (y) to the Borrower or extent such transaction constitutes an Investment in a Restricted Subsidiary Guarantor;
that is not a Loan Party, such transaction is permitted by Section 7.02(c); (e) Dispositions permitted by Sections 7.02, 7.04 (so long as, in the case of a non-wholly owned Restricted Subsidiary, any Disposition pursuant to a liquidation permitted pursuant to Section 7.04;
(f) Dispositions 7.04 shall be made or paid to the Borrower or any of the Restricted Subsidiaries is at least pro rata to the percentage of such class of Equity Interests in such non-wholly-owned Restricted Subsidiary owned by the Borrower and its Subsidiaries not otherwise other Restricted Subsidiaries) and 7.06 and Liens permitted under this by Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition7.01;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Fidelity National Financial, Inc.)
Dispositions. Make The Borrower will not (and will not permit any Disposition or enter into any agreement to of its Subsidiaries to) make any Disposition, except:
: (ai) Dispositions of obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course Ordinary Course of business;
(b) ordinary-course-of-business Business and 140 Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise property no longer used or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and useful in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or and its Subsidiaries and do not materially detract from the value (including allowing any registrations or the use any applications for registration of the any immaterial intellectual property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property lapse or go abandoned); (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(eA) Dispositions permitted by Section 7.04;
5.03(m), (fB) Investments permitted by Section 5.03(j), (C) Restricted Payments permitted by Section 5.03(h) and (D) Liens permitted by Section 5.03(a); (iii) Dispositions by the Borrower or any of its Subsidiaries of property pursuant to sale-leaseback transactions permitted by Section 5.03(f); (iv) Dispositions of inventory, cash and Cash Equivalents for fair market value in the Ordinary Course of Business; (v) licensing or sublicensing of any intellectual property rights in the Ordinary Course of Business on customary terms; (vi) Disposition of property (A) between Loan Parties, (B) between Subsidiaries of the Borrower (other than Loan Parties), (C) by Subsidiaries of the Borrower that are not Loan Parties to the Loan Parties or (D) by Loan Parties to any Subsidiary of the Borrower that is not a Loan Party; provided that (1) the portion (if any) of any such Disposition made for less than fair market value and (2) any noncash consideration received in exchange for any such Disposition, shall in each case constitute an Investment in such Subsidiary; (vii) leases, subleases, licenses or sublicenses of property in the Ordinary Course of Business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (viii) transfers of equipment, fixed assets or real property (including any improvements thereon) subject to any event that gives rise to the receipt by the Borrower or any of its Subsidiaries of any casualty insurance proceeds or condemnation awards in respect thereof to replace, restore or repair, or compensate for the loss of, such equipment, fixed assets or real property, upon receipt of the Net Cash Proceeds of such casualty insurance proceeds or condemnation awards; (ix) the Disposition of other assets for fair market value; provided that (i) at least 75% of the total consideration for any such Disposition received by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to is in the following conditions:
(i) that no Default exists at the time form of such Disposition cash or would result from such Disposition;
Cash Equivalents and (ii) that the aggregate book value requirements of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid Section 2.10(b), to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as extent applicable, provided that the cash proceeds therefrom are applied complied with in accordance with Section 2.04(b)(ii)connection therewith; and
(hx) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a)or discounts of accounts receivable, (b), (c), (f)or participations therein, and (g) shall be for fair market value.related assets in connection with any Receivables 141
Appears in 1 contract
Samples: Credit Agreement (Science Applications International Corp)
Dispositions. Make The Borrower will not, and will not permit any Disposition Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) to, sell, transfer, lease or enter into otherwise dispose (including pursuant to a merger) of any agreement to make asset (other than cash and Cash Equivalents), including any DispositionEquity Interest, and the Borrower will not and will not permit any Subsidiary to, issue any Equity Interest, except:
(a) Dispositions (i) sales, transfers, leases and other dispositions of used or surplus equipment or other obsolete or, in the reasonable judgment of Borrower, unnecessary assets, (ii) the licensing of intellectual property by the Borrower to any Subsidiary Guarantor, (iii) the substantially contemporaneous exchange of equipment by any Subsidiary for property of a like kind, to the extent that the equipment received by such Subsidiary in such exchange is of a value equivalent to the value of the equipment exchanged (provided, that after giving effect to such exchange, the value of the property subject to perfected first priority Liens in favor of the Administrative Agent under the Security Documents is not materially reduced), and (iv) the sale, transfer or worn out property, whether now owned or hereafter acquired, other disposition of property and inventory in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of sales, transfers, leases and other dispositions (i) inventory; made by the Borrower to any Subsidiary Guarantor, (ii) Cash Equivalents; made by any Subsidiary to the Borrower or any Subsidiary Guarantor, and (iii) made by any Excluded Subsidiary to any other Excluded Subsidiary;
(c) Liens permitted by Section 7.2, sales, transfers, leases and other dispositions permitted by Section 7.3, Investments permitted by Section 7.4, sale and leaseback transactions permitted by Section 7.6, and Restricted Payments permitted by Section 7.8;
(d) the sale, transfer, lease and other disposition or abandonment of intellectual property that is, in the reasonable judgment of the ParentBorrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and the Subsidiary Guarantors taken as a whole;
(e) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not in connection with part of any bulk sale or financing transactionof receivables); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(cf) Dispositions sales of equipment to the extent that accounts receivable, proceeds thereof and interests therein under any Securitization;
(g) issuances of Equity Interests (i) such property is exchanged for credit against by the purchase price of similar replacement property or Borrower to the Parent, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a any Subsidiary Guarantor, the transferee thereof must either be and (iii) by any Excluded Subsidiary to the Borrower or a any Subsidiary Guarantorand (iv) by GCI Holdings to Ventures Holdco or any other Liberty Subsidiary (provided that such other Liberty Subsidiary pledges such Equity Interests pursuant to the Ventures Holdco Pledge Agreement or another pledge agreement in form and substance substantially similar to the Ventures Holdco Pledge Agreement);
(eh) Dispositions [reserved];
(i) other issuances of Equity Interests by any Subsidiary to the extent arising out of (i) an Investment by the Borrower or any other Subsidiary permitted by Section 7.047.4, (ii) a sale, transfer or other disposition by the Borrower or any Subsidiary permitted by Section 7.7(j), or (iii) a Restricted Payment made by the Borrower or any Subsidiary permitted by Section 7.8;
(fj) Dispositions other sales, transfers, leases and other dispositions of assets by the Borrower or any Subsidiary and its Subsidiaries not otherwise permitted under this Section 7.05issuances of Equity Interests by a Subsidiary, subject to if each of the following conditionsconditions is met:
(i) that immediately before and immediately after giving effect thereto, no Default exists at the time of such Disposition shall exist or would result from such Dispositionoccur;
(ii) that immediately after giving effect thereto, the ParentBorrower shall have satisfied the requirements in Section 6.1(e) with respect thereto, if any;
(iii) the aggregate book consideration received by the Borrower and the Subsidiaries in connection therewith shall not be less than the fair market value of the property transferred by the Borrower and the Subsidiaries in connection therewith;
(iv) the terms thereof shall be “arm’s length”; and
(v) the fair market value of all property Disposed of in reliance on the Borrower and the Subsidiaries sold, transferred, leased or otherwise disposed of, and Equity Interests issued, pursuant to this clause Section 7.7(j) would not exceed (fA) $50,000,000 in any one fiscal year shall not exceed year, or (B) $20,000,000100,000,000 in the aggregate since the Fourth Restatement Closing Date; and
(iiik) that at least 75% sales, transfers, leases and other dispositions of the purchase price for such asset shall be paid to real estate owned by the Borrower or such any Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt as of the condemnation proceeds Fourth Restatement Closing Date or insurance proceeds of such condemnation or casualty, as applicable, provided Towers in a sale and lease-back transaction to the extent that the cash proceeds therefrom incurrence of Indebtedness and Liens with respect to such transaction are applied in accordance with permitted by Section 2.04(b)(ii)7.1 and Section 7.2.7.2; and
(hl) so long as no Default has occurred sales, transfers, leases and is continuing, the grant other dispositions of Equity Interests of any option Liberty Subsidiary by the Borrower or other right to purchase any asset in a transaction that would be Subsidiary permitted under by the provisions last paragraph of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value7.19.
Appears in 1 contract
Dispositions. Make The Borrower shall not, nor shall it permit any Subsidiary to, make any Disposition or enter into any agreement to make any Disposition, except:
: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
; (b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
; (e) Dispositions permitted by Section 7.04;
7.03; (f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) Section; provided that the aggregate book value of all property Disposed disposed of in reliance on pursuant to this clause (f) in any fiscal year shall not exceed $20,000,000the Threshold Amount; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions (including by capital contribution), pledge, factoring, transfer or sale of assets in connection with any Permitted Factoring Arrangement, Securitization Transaction or other receivables financing; and (h) Dispositions by the Borrower and its Subsidiaries of property (i) resulting from the condemnation thereof or (ii) that has suffered pursuant to a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicableSale and Leaseback Transaction, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
book value of all property so Disposed of pursuant to this clause (h) so long as no Default has occurred and is continuing, shall not exceed the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), Threshold Amount. provided, however, that any Disposition pursuant to Section 7.05(a), subsections (b), a) through (c), (f), and (gh) shall be for fair market value.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Super Micro Computer, Inc.)
Dispositions. Make Make, or permit any Subsidiary to make, any Disposition or enter into any agreement to make any Disposition, exceptother than:
(a) any Disposition of Discontinued Operations Property, provided that (i) at least fifty percent (50%) of the aggregate consideration paid in connection with all such Dispositions in any fiscal year shall be cash or Cash Equivalents paid contemporaneous with consummation of obsolete or worn out property, whether now owned or hereafter acquired, the transaction and (ii) the aggregate value of all consideration shall be in an amount not less than the ordinary course fair and adequate value of businessthe property disposed of;
(b) ordinary-course-of-business Dispositions of Permitted Factoring Transactions, provided (i) inventory; one hundred percent (100%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and (ii) Cash Equivalents; (iii) overdue the aggregate net book value of all of the accounts receivable in connection with the compromise or collection thereof (and subject thereto at any one time shall not in connection with any financing transaction)exceed US$100 million; and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;and
(c) Dispositions of equipment to the extent that any other Disposition so long as (i) if such Disposition is made by the Parent, any Domestic Subsidiary or any Foreign Borrower, at least seventy-five percent (75%) of the aggregate consideration paid in connection with all such Dispositions in any fiscal year shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the aggregate value of all consideration shall be in an amount not less than the fair and adequate value of the property is exchanged for credit against the purchase price of similar replacement property or disposed of, (ii) such transaction does not involve the proceeds sale or other disposition of a minority equity interest in any Subsidiary, (iii) such Disposition are reasonably promptly applied transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to the purchase price other property concurrently being disposed of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to in a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not transaction otherwise permitted under this Section 7.05, subject to the following conditions:
8.05 and (iiv) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate net book value of all of the property Disposed sold or otherwise disposed of in reliance on this clause (f) all such transactions in any fiscal year of the Parent shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valueUS$7 million.
Appears in 1 contract
Samples: Credit Agreement (Brightpoint Inc)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by the Borrower or any Subsidiary to the Borrower or to a wholly-owned Subsidiary; , provided that if the transferor of such property is the Borrower or a Subsidiary Guarantor, then the transferee thereof must be either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.01 or 7.04;
(f) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice;
(g) space leases (including subleases) entered into in the ordinary course of business and substantially consistent with past practice; and
(h) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
Disposition and (ii) that the aggregate book value of all property Disposed of in reliance on this clause (fh) in any fiscal year shall not exceed $20,000,000; and
in the aggregate, on the date of such Disposition, including any Disposition to be made on such date of determination, twenty-five percent (iii25%) that at least 75% of the purchase price for such asset shall be paid to consolidated total assets of the Borrower or such Subsidiary in cash;
and its Subsidiaries (g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt as of the condemnation proceeds or insurance proceeds most recent fiscal quarter end of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom Borrower for which financial statements are applied in accordance with Section 2.04(b)(iiavailable); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), clauses (b), (c), (f), and a) through (g) shall be for fair market valuevalue (other than Dispositions from one Loan Party to another Loan Party and de minimus Dispositions).
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and assets in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) the Select Carrier Group Disposition, provided that (i) irrespective of whether or not all or any portion of the Select Carrier Disposition would be permitted by clause (h) below, the Borrower shall apply 100% of the Net Cash Proceeds in the manner set forth in clause (ii) of the last paragraph of this Section 7.05;
(g) Dispositions in respect of the Proposed Joint Venture; and
(h) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
Disposition and (ii) that the aggregate net book value of all property assets Disposed of in reliance on this clause (fh) in during any fiscal year (but excluding, for purposes of clarification, the Select Carrier Group Disposition) shall not exceed $20,000,000; and
(iii) that at least 7510% of the purchase price for such asset shall be paid to total net book value of all assets of the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt and its Subsidiaries as of the condemnation proceeds or insurance proceeds end of such condemnation or casualty, as applicable, provided that immediately preceding fiscal year of the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)Borrower; and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), clauses (b), (c), (f), and a) through (g) shall be for fair market value. Notwithstanding the foregoing, the Borrower may, or may permit any Subsidiary to, make a Disposition of property acquired or constructed by the Borrower or any Subsidiary and such property shall not be subject to or included in the foregoing limitation and computation contained in Section 7.05(h) to the extent, and from the date, that the net proceeds from such Disposition are, within 365 days of such Disposition, either (i) reinvested in productive assets by the Borrower or a Subsidiary to be used in the principal business of the Borrower or such Subsidiary and, if required by Section 6.13 or the Collateral Documents, such productive assets are concurrently subjected to the Lien of the Collateral Documents or (ii) applied to the payment or prepayment of any outstanding Indebtedness of the Borrower or its Subsidiaries other than outstanding Subordinated Debt, provided that in the course of making such application the Borrower shall offer to prepay each outstanding Term Loan Note in accordance with Section 2.5(d) in a principal amount which equals the Pro Rata Percentage for such Term Loan Note. If any holder of a Term Loan Note fails to accept such offer of prepayment, then the Borrower shall prepay or pay or cause to prepay or pay additional Indebtedness of the Borrower or the Subsidiaries, other than Subordinated Debt, in an amount equal to the Pro Rata Percentage for such Term Loan Note.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions by Williams LLC and OLP No. 1 or their respective Subsidiaries of invenxxxx xx the ordinary course of business;
(b) Dispositions by Williams LLC and OLP No. 1 or their Subsidiaries of obsolete or worn out propertyxxx xxxperty, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(gc) Dispositions of property (i) resulting from by any Subsidiary of Williams LLC to Williams LLC or to a Wholly-Owned Subsidiary of Willxxxx XXX, and (ix) xx xxy Subsidiary of OLP No. 1 to OLP No. 1 ox xx x Xholly-Owned Subsidiary of OLP No. 1;
(d) Other dispositions of property of OLP No. 1 permitted by the condemnation thereof OLP No. 1 Credit Agreement, subject to the restrictions and limitations contained therein
(e) If no Default or (ii) that has suffered Event of Default then exists or arises as a casualty (constituting a total loss or constructive total loss result thereof, Dispositions not in excess of $5,000,000 for fair market value for cash in the aggregate as to all such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicableDispositions, provided that the cash proceeds therefrom are applied in accordance Borrower or the MLP shall make the prepayment required by SECTION 2.04(b)(II) concurrently with Section 2.04(b)(ii)such Disposition; and
(hf) so long as no Default has occurred and is continuing, Dispositions the grant Net Cash Proceeds of any option or other right which are used to purchase any asset prepay the Loans in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valuefull.
Appears in 1 contract
Dispositions. Make any Subject Disposition or enter into any agreement to make any Disposition, except:
unless (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price consideration received from all Subject Dispositions is cash or Cash Equivalents; provided, that for such asset the purposes of this clause (a), the following shall be paid deemed to be cash: (1) any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary (other than liabilities that are by their terms contractually subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition, (2) any securities received by the Borrower or such Subsidiary from such transferee that are converted by the Borrower or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in cash;
the conversion) within one hundred eighty (g180) Dispositions days following the closing of property the applicable Subject Disposition and (3) any Designated Non-Cash Consideration in respect of such Subject Disposition having an aggregate fair market value, taken together with the Designated Non-Cash Consideration in respect of all other Subject Dispositions, not in excess of the greater of (i) resulting from the condemnation thereof or $7.5 million and (ii) that has suffered a casualty 10% of Consolidated EBITDA for the most recently ended Measurement Period (constituting a total loss or constructive total loss with the fair market value of such property), in each case upon or after receipt item of Designated Non-Cash Consideration being measured as of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(htime received) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for such Subject Disposition is made at fair market value. Notwithstanding the foregoing, the Borrower shall not, nor shall the Borrower permit any Subsidiary to, consummate any Disposition that would result in the transfer of ownership or exclusive license of Material IP from the Borrower or a Restricted Subsidiary to an Unrestricted Subsidiary.
Appears in 1 contract
Dispositions. Make The Borrower will not, and will not permit any Disposition Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) to, sell, transfer, lease or enter into otherwise dispose (including pursuant to a merger) of any agreement to make asset (other than cash and Cash Equivalents), including any DispositionEquity Interest, and the Borrower will not and will not permit any Subsidiary to, issue any Equity Interest, except:
(a) Dispositions (i) sales, transfers, leases and other dispositions of used or surplus equipment or other obsolete or, in the reasonable judgment of Borrower, unnecessary assets, (ii) the licensing of intellectual property by the Borrower to any Subsidiary Guarantor, (iii) the substantially contemporaneous exchange of equipment by any Subsidiary for property of a like kind, to the extent that the equipment received by such Subsidiary in such exchange is of a value equivalent to the value of the equipment exchanged (provided, that after giving effect to such exchange, the value of the property subject to perfected first priority Liens in favor of the Administrative Agent under the Security Documents is not materially reduced), and (iv) the sale, transfer or worn out property, whether now owned or hereafter acquired, other disposition of property and inventory in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of sales, transfers, leases and other dispositions (i) inventory; made by the Borrower to any Subsidiary Guarantor, (ii) Cash Equivalents; made by any Subsidiary to the Borrower or any Subsidiary Guarantor, and (iii) made by any Excluded Subsidiary to any other Excluded Subsidiary;
(c) Liens permitted by Section 7.2, sales, transfers, leases and other dispositions permitted by Section 7.3, Investments permitted by Section 7.4, sale and leaseback transactions permitted by Section 7.6, and Restricted Payments permitted by Section 7.8;
(d) the sale, transfer, lease and other disposition or abandonment of intellectual property that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and the Subsidiary Guarantors taken as a whole;
(e) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not in connection with part of any bulk sale or financing transactionof receivables); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(cf) Dispositions sales of equipment to the extent that accounts receivable, proceeds thereof and interests therein under any Securitization;
(g) issuances of Equity Interests (i) such property is exchanged for credit against by the purchase price of similar replacement property or Borrower to the Parent, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a any Subsidiary Guarantor, the transferee thereof must either be (iii) by any Excluded Subsidiary to the Borrower or a any Subsidiary Guarantorand (iv) by GCI Holdings to Ventures Holdco or any other Liberty Subsidiary (provided that such other Liberty Subsidiary pledges such Equity Interests pursuant to the Ventures Holdco Pledge Agreement or another pledge agreement in form and substance substantially similar to the Ventures Holdco Pledge Agreement);
(eh) Dispositions [reserved];
(i) other issuances of Equity Interests by any Subsidiary to the extent arising out of (i) an Investment by the Borrower or any other Subsidiary permitted by Section 7.047.4, (ii) a sale, transfer or other disposition by the Borrower or any Subsidiary permitted by Section 7.7(j), or (iii) a Restricted Payment made by the Borrower or any Subsidiary permitted by Section 7.8;
(fj) Dispositions other sales, transfers, leases and other dispositions of assets by the Borrower or any Subsidiary and its Subsidiaries not otherwise permitted under this Section 7.05issuances of Equity Interests by a Subsidiary, subject to if each of the following conditionsconditions is met:
(i) that immediately before and immediately after giving effect thereto, no Default exists at the time of such Disposition shall exist or would result from such Dispositionoccur;
(ii) that immediately after giving effect thereto, the Borrower shall have satisfied the requirements in Section 6.1(e) with respect thereto, if any;
(iii) the aggregate book consideration received by the Borrower and the Subsidiaries in connection therewith shall not be less than the fair market value of the property transferred by the Borrower and the Subsidiaries in connection therewith;
(iv) the terms thereof shall be “arm’s length”; and
(v) the fair market value of all property Disposed of in reliance on the Borrower and the Subsidiaries sold, transferred, leased or otherwise disposed of, and Equity Interests issued, pursuant to this clause Section 7.7(j) would not exceed (fA) $50,000,000 in any one fiscal year shall not exceed year, or (B) $20,000,000100,000,000 in the aggregate since the Fourth Restatement Closing Date;
(k) sales, transfers, leases and other dispositions of real estate owned by the Borrower or any Subsidiary as of the Fourth Restatement Closing Date or Towers in a sale and lease‑back transaction to the extent that the incurrence of Indebtedness and Liens with respect to such transaction are permitted by Section 7.1 and Section 7.2; and
(iiil) that at least 75% sales, transfers, leases and other dispositions of the purchase price for such asset shall be paid to Equity Interests of any Liberty Subsidiary by the Borrower or such any Subsidiary in cash;
(g) Dispositions of property (i) resulting from permitted by the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions last paragraph of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value7.19.
Appears in 1 contract
Samples: Credit Agreement (Gci Liberty, Inc.)
Dispositions. Make The Borrower will not, and will not permit any Disposition or enter into any agreement to make of its Restricted Subsidiaries to, consummate any Disposition, except:
(a) Dispositions any Disposition of cash, Cash Equivalents or Investment Grade Securities, or of damaged, unnecessary, obsolete or worn out propertyequipment or other property or assets in the ordinary course of business, whether now owned or hereafter acquiredof property or assets no longer used or useful or economically practicable to maintain the business of the Borrower and its Restricted Subsidiaries in the reasonable opinion of the Borrower in the ordinary course of business, or of any Disposition of inventory or goods (or other property or assets) in the ordinary course of business;
(b) ordinarythe Disposition of all or substantially all of the property or assets of the Borrower or any of its Subsidiaries pursuant to Section 7.03;
(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 7.05;
(d) any Disposition of property or assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value (as determined in good faith by the Borrower) not to exceed $20 million;
(e) any Disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Borrower or by the Borrower or a Restricted Subsidiary to another Restricted Subsidiary; provided, however, Disposition Deficiencies, together with, but without duplication of, Investments made by Loan Parties in Non-courseGuarantor Subsidiaries pursuant to clauses (a) and (c) of the definition of “Permitted Investments” and Indebtedness of a Non-Guarantor Subsidiary owing to the Borrower or a Subsidiary Guarantor incurred pursuant to Section 7.02(b)(vii) shall not exceed an aggregate amount outstanding equal to the greater of (x) $375 million and (y) 33% of Four Quarter EBITDA at the time such of such Disposition;
(f) to the extent allowable under Section 1031 of the Code, or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
(g) the sale, lease, assignment, license, sublicense or sub-lease of any real or personal property, assets or services in the ordinary course of business;
(h) any Disposition of Equity Interests in, or Indebtedness or other securities of-business Dispositions of , an Unrestricted Subsidiary;
(i) inventory; any Disposition of property or assets subject to a Lien held by the Borrower or a Restricted Subsidiary in a foreclosure, eminent domain, seizure or similar proceeding or exercises of termination rights under any lease, license, concession or other agreement or Dispositions of property or assets required by law, governmental regulation or any order of any court, administrative agency or regulatory body;
(iij) Cash Equivalents; (iii) overdue sales of accounts receivable receivable, or participations therein, and related assets or rights customarily sold or assigned, in connection with the compromise or collection thereof (and not each case in connection with any financing transaction)Receivables Facility; provided that the aggregate Receivables Exposure shall not exceed $150 million;
(A) non-exclusive licenses, sublicenses or cross-licenses of intellectual property or other general intangibles of, and (ivB) leasesexclusive licenses, subleasessublicenses or cross-licenses of intellectual property or other general intangibles in the ordinary course of business of, the Borrower or the Restricted Subsidiaries;
(l) sales, transfers and other Dispositions of Investments or other interests in joint ventures or similar entities to the extent required by, or made pursuant to, customary buy/sell arrangements or rights of way, easements, licenses, first refusal between the parties set forth in joint venture arrangements and sublicenses that, individually and similar binding arrangements;
(m) the lapse or abandonment of intellectual property rights in the aggregateordinary course of business, do which in the good faith determination of the Borrower is not materially interfere with material to the ordinary conduct of the business of the Borrower or and its Subsidiaries and do not materially detract from the value or the use of the property which they affectRestricted Subsidiaries, taken as a whole;
(cn) the granting of Liens not prohibited by Section 7.01;
(o) the unwinding of any Hedging Obligations;
(p) an issuance of Equity Interests pursuant to benefit plans, employment agreements, equity plans, stock subscription or shareholder agreements, stock ownership plans and other similar plans, policies, contracts or arrangements established in the ordinary course of business or approved by the Borrower in good faith;
(q) any surrender or waiver of obligations of trade creditors or customers or contract rights or the settlement, release or surrender of contractual rights, tort or other claims of any kind;
(r) Dispositions or discounts of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;
(s) any financing transaction (excluding by way of a Sale and Lease-Back Transaction) with respect to property constructed, acquired, replaced, repaired or improved by the Borrower or any of its Restricted Subsidiaries after the Closing Date;
(t) Dispositions of equipment to leasehold improvements or leased assets in connection with the extent that (i) such property is exchanged for credit against the purchase price termination of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyany operating lease;
(du) Dispositions any swap of property by assets, in the ordinary course of business, in exchange for services (including in connection with any Subsidiary outsourcing arrangements) of comparable or greater value or usefulness to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor business of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05Restricted Subsidiaries, subject taken as a whole, as determined in good faith by an Borrower;
(v) Dispositions of Investments in joint ventures and, to the following conditions:extent any joint venture constitutes a Restricted Subsidiary, the property of such joint venture, so long as the aggregate fair market value (as determined in good faith by the Borrower) (determined, with respect to each such Disposition, as of the time of such Disposition), of all such Dispositions does not exceed $20 million;
(w) the Merger Agreement Dispositions; and
(x) Dispositions (including by way of any Sale and Lease-Back Transaction) with respect to which (i) that no Default exists the Borrower or any Restricted Subsidiary, as the case may be, receives consideration at the time of such Disposition at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or would result from such Disposition;
otherwise Disposed of; and (ii) that except in the aggregate book value case of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that a Permitted Asset Swap, at least 75% of the purchase price for such asset shall be paid to consideration therefor received by the Borrower or such Subsidiary Restricted Subsidiary, as the case may be, is in cash;the form of cash or Cash Equivalents; provided, that the amount of:
(g) Dispositions of property (i) resulting from any liabilities (as shown on the condemnation thereof Borrower’s most recent consolidated balance sheet or in the footnotes thereto or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Disposition) and for which the Borrower and all such Restricted Subsidiaries have been released,
(ii) any notes or other obligations or securities received by the Borrower or such Restricted Subsidiary from such transferee that has suffered a casualty are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (constituting a total loss to the extent of the cash or constructive total loss of such propertyCash Equivalents received), in each case upon or after receipt of case, within 180 days following the condemnation proceeds or insurance proceeds date of such condemnation or casualtyDisposition, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(hiii) so long any Designated Non-cash Consideration received by the Borrower or such Restricted Subsidiary in such Disposition having an aggregate fair market value (as no Default has occurred and determined in good faith by the Borrower) taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is continuingat that time outstanding (but, to the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, extent that any Disposition pursuant to Section 7.05(a)such Designated Non-cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (b)A) the amount of the cash received (less the cost of Disposition, (c), (f), if any) and (gB) the initial amount of such Designated Non-cash Consideration) not to exceed $150 million at the time of receipt, with the fair market value (as determined in good faith by the Borrower) of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for fair market valuepurposes of this clause (x) and for no other purpose.
Appears in 1 contract
Samples: Credit Agreement (Meredith Corp)
Dispositions. Make Convey, sell, lease, transfer or otherwise dispose of (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, exceptexcept for:
(a) Dispositions Transfers in the ordinary course of obsolete business for reasonably equivalent consideration;
(b) Transfers to Borrower or worn out propertyany of its Subsidiaries from Borrower or any of its Subsidiaries;
(c) Transfers of property in connection with sale-leaseback transactions;
(d) Transfers of property to the extent such property is exchanged for credit against, whether now owned or hereafter acquiredproceeds are promptly applied to, the purchase price of other property used or useful in the business of Borrower or its Subsidiaries;
(e) Transfers constituting (i) non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business, (ii) other non-perpetual licenses that may be exclusive in some respects other than territory (and/or that may be exclusive as to territory only in discreet geographical areas outside of the United States), but that could not result in a legal transfer of Borrower’s title in the licensed property and (iii) perpetual exclusive licenses with respect to fields of use outside of the “aesthetic field of use”;
(f) Transfers otherwise permitted by the Loan Documents;
(g) sales or discounting of delinquent accounts in the ordinary course of business;
(bh) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection Transfers associated with the compromise making or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights disposition of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affecta Permitted Investment;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at Sales of inventory in the time ordinary course of such Disposition or would result from such Dispositionbusiness;
(iij) Transfers in connection with a permitted acquisition of a portion of the assets or rights acquired; and
(k) Transfers of assets (other than Accounts or Inventory (unless such Transfer is in the ordinary course of Borrower’s business) not otherwise permitted in this Section 7.1, provided, that the aggregate book value of all property Disposed of in reliance on this clause (f) such Transfers by Borrower and its Subsidiaries, together, shall not exceed in any fiscal year shall not exceed $20,000,000; and
year, five percent (iii5.00%) that at least 75% of Borrower’s consolidated total assets as of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt last day of the condemnation proceeds or insurance proceeds fiscal year immediately preceding the date of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valuedetermination.
Appears in 1 contract
Dispositions. Make The Borrower will not, and will not permit any Disposition of its Restricted Subsidiaries to, Dispose of any of its assets, business or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, or, in the ordinary course case of businessany Restricted Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person other than the Borrower or another Restricted Subsidiary (or to qualify directors if required by applicable Law), except:
(a) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, EVO Merchant Services, LLC may sell its ownership interest in (x) Federated Payment Systems, LLC and (y) US Merchant Systems, LLC;
(b) ordinary-course-of-business Dispositions so long as (x) no Default or Event of Default has occurred and is continuing at the time such sale is made, or would result therefrom and (iy) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection the Borrower and the Restricted Subsidiaries demonstrate compliance with the compromise financial covenants set forth in Article VI calculated on a pro forma basis after giving effect thereto, the sale or collection thereof other Disposition of such assets (which sale or other Disposition shall be for cash and for fair market value) in an aggregate amount not to exceed (A) $10,000,000 in connection with any financing transaction); Fiscal Year and (ivB) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in $45,000,000 over the aggregate, do not materially interfere with the ordinary conduct term of the business Agreement; provided that for purposes of this clause (b) only, any liabilities of the Borrower or its Subsidiaries a Restricted Subsidiary that arc assumed by the transferee with respect to the applicable Disposition and do not materially detract from for which the value or the use Borrower and all of the property which they affectRestricted Subsidiaries shall have been validly released, shall be deemed to be cash;
(c) Dispositions of equipment property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property (i) permitted by any Subsidiary Section 7.3 or (ii) made to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower effect an Investment permitted under Section 7.4 or a Subsidiary GuarantorRestricted Payment permitted under Section 7.5;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise of property pursuant to any Sale and Leaseback Transaction permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition7.9;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) licensing or sublicensing of IP Rights in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% the ordinary course of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cashbusiness on customary terms;
(g) Dispositions of property Investments (iincluding Capital Stock) resulting from in joint ventures that are not Loan Parties to the condemnation thereof extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(iih) that has suffered a casualty the Disposition, within one (constituting a total loss or constructive total loss 1) year of such property)acquisition, in each case upon of assets acquired pursuant to a permitted acquisition which assets are not used or after receipt useful to the core or principal business of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)Borrower and its Restricted Subsidiaries; and
(hi) so long as no Default has occurred and is continuing, the grant Dispositions of any option or other right to purchase any asset Capital Stock in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valueUnrestricted Subsidiaries.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(di) Dispositions of property by any Subsidiary to the Domestic Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorGuarantor (other than as contemplated in item (iii) of this subsection), the transferee thereof must either be the a Borrower or a Guarantor, (ii) the Domestic Borrower may Dispose of 100% of the Equity Interests in Diodes FabTech Inc. to either (A) a First-Tier Foreign Subsidiary Guarantorof the Domestic Borrower; provided that, at such time, 65% of the Equity Interests of such First-Tier Foreign Subsidiary is pledged to support the Obligations and the remaining 35% is pledged to support the Foreign Obligations or (B) a direct Foreign Subsidiary of the Foreign Borrower; provided that, at such time, 100% of the Equity Interests of such direct Foreign Subsidiary is pledged to support the Foreign Obligations (in each of the foregoing items (A) and (B) of this subsection, pursuant to such documentation as may be reasonably required by the Administrative Agent including, without limitation, documentation and legal opinions under the applicable Foreign jurisdictions), and (iii) Diodes FabTech Inc., may Dispose of its property to any Subsidiary of the Domestic Borrower;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries any Loan Parties not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
, (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
10,000,000 and (iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary Loan Party solely in cash;; and
(g) Dispositions of property by any Subsidiaries that are not Loan Parties not otherwise permitted under this Section 7.05; provided that (i) resulting at the time of such Disposition, no Default shall exist or would result from the condemnation thereof or such Disposition, (ii) that has suffered a casualty the aggregate book value of all property Disposed of in reliance on this clause (constituting a total loss or constructive total loss of g) in any fiscal year shall not exceed $10,000,000 and (iii) the purchase price for such property), asset shall be paid to such Subsidiary solely in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), cash. provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and ) through (g) shall be for fair market value.
Appears in 1 contract
Samples: Credit Agreement (Diodes Inc /Del/)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of surplus, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary the Guarantor, the transferee thereof must either be the Borrower or must be a wholly-owned Subsidiary Guarantorthat assumes the obligations of the Guarantor under the Guaranty and the Mortgage;
(e) Dispositions permitted by Section 7.04Sections 7.01, 7.02 and 7.03;
(f) Dispositions of property (other than Collateral) having a fair market value of less than $5,000,000 individually;
(g) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject 7.04 so long as (A) the aggregate amount (based upon the fair market value of the assets) of all property sold or otherwise disposed pursuant to all such Dispositions on and after the following conditions:
(i) that no Default exists Closing Date at the time of and after giving effect to any such Disposition or would result from such Disposition;
does not constitute a Substantial Portion of the property of the Borrower and its Subsidiaries and (iiB) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to total consideration received by the Borrower or such Subsidiary in cash;
(g) Dispositions any of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualtyits Subsidiaries, as applicable, for such Disposition or series of Dispositions consists of cash or cash equivalents;
(h) Dispositions necessary or advisable to complete the Separation Transactions, provided that after giving Pro Forma Effect to the cash proceeds therefrom are applied Separation Transactions, the Borrower is in accordance compliance with the financial covenants in Section 2.04(b)(ii)7.11;
(i) Dispositions of interests held by the Borrower and its Subsidiaries in electricity generating units to tenants-in-common (or Affiliates thereof) in exchange for reasonably equivalent tenants-in-common interests in other electricity generating units; and
(hj) so long as no Default has occurred and is continuing, the grant non-recourse Dispositions by Subsidiaries of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), accounts receivable at face value for 100% cash consideration; provided, however, that any Disposition pursuant to Section 7.05(a), clauses (b), a) through (c), (f), g) and (gj) shall be for fair market value.
Appears in 1 contract
Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, exceptexcept for:
(a) Dispositions Transfers in the ordinary course of business for reasonably equivalent consideration;
(b) Transfers to any Borrower or any of its Subsidiaries from any other Borrower or any of its Subsidiaries;
(c) Transfers of property to the extent such property is exchanged for credit against, or proceeds are promptly applied to, the purchase price of other property used or useful in the business of Borrowers or their Subsidiaries;
(d) Transfers constituting non-exclusive licenses and similar arrangements for the use of the property of Borrowers or their Subsidiaries in the ordinary course of business and other non-perpetual licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States;
(e) Transfers otherwise expressly permitted by the Loan Documents;
(f) sales or discounting of delinquent accounts in the ordinary course of business;
(g) Transfers associated with the making or disposition of a Permitted Investment;
(h) Transfers of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; Transfers consisting of discounting of customer letters of credit on a non-recourse basis;
(iij) Cash Equivalents; (iii) overdue accounts receivable Transfers in connection with the compromise an acquisition permitted hereunder of a portion of a Person’s assets or collection thereof (and not in connection rights acquired for reasonably equivalent consideration that otherwise complies with any financing transaction)Section 7.3; and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;and
(ck) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property Transfers by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
7.1; provided that (i) that no Default exists at the time of such Disposition Transfer, no Event of Default has occurred or is continuing or would result from such Disposition;
Transfer and (ii) that the aggregate book value of all property Disposed of Transferred in reliance on this clause (fk) in any fiscal year shall not exceed Two Million Dollars ($20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property2,000,000), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.
Appears in 1 contract
Dispositions. Make any Disposition Disposition, or enter into permit any agreement of its Subsidiaries to make any Dispositiondo so, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessany Investments permitted under Sections 7.06(a) and 7.06(c);
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leasesProperty which, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregatereasonable opinion of the Company or such Subsidiary, do not materially interfere with as the ordinary case may be, is obsolete or no longer useful in the conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectit business;
(c) Dispositions Unrestricted Intercompany Dispositions; provided that, in the event that any such Unrestricted Intercompany Disposition shall be effected by or through a consolidation or merger involving the Company or any Designated Borrower, then, in the case of equipment to the extent that (i) such property is exchanged for credit against Company, the purchase price of similar replacement property or (ii) Company shall be the proceeds survivor, and, in the case of such Disposition are reasonably promptly applied to Designated Borrower, such Designated Borrower shall be the purchase price of such replacement propertysurvivor unless otherwise permitted by Section 7.03(a);
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned SubsidiaryOther Intercompany Dispositions; provided that if (i) each such Other Intercompany Disposition shall be otherwise permitted by Section 7.10; (ii) in the transferor event that any such Other Intercompany Disposition shall be effected by or through a consolidation or merger involving the Company or any Designated Borrower, then, in the case of the Company, the Company shall be the survivor, and, in the case of such property is a Subsidiary GuarantorDesignated Borrower, the transferee thereof must either such Designated Borrower shall be the Borrower survivor unless otherwise permitted by Section 7.03(a); and (iii) to the extent that the aggregate consideration paid in connection with any such Other Intercompany Disposition shall be comprised of one or a Subsidiary Guarantormore Investments, each such Investment shall be otherwise permitted by Section 7.06(g) or 7.06(h);
(e) Dispositions other Dispositions; provided that, (i) in the event any such Disposition shall be effected by or through a consolidation or merger involving the Company or any Designated Borrower, then, in the case of the Company, the Company shall be the survivor, and, in the case of such Designated Borrower, such Designated Borrower shall be the survivor unless otherwise permitted by Section 7.04;7.03(a); (ii) immediately before and after giving effect to each such Disposition, no Default shall or would exist, and all of the representations and warranties contained in Section 4 shall be true and correct as if then made; and (iii) immediately after giving effect to each such Disposition, the aggregate fair market value of the Property sold, assigned, transferred or otherwise disposed of in connection with such Disposition, when aggregated with the aggregate fair market value of all Property sold, assigned, transferred or otherwise disposed of in connection with all other Dispositions made on and after the date hereof under this Section 7.05(e), shall not exceed an amount equal to 10% of Consolidated Tangible Net Worth; and
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject of Securitization Receivables to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset an Eligible Special Purpose Entity in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valuePermitted Securitization.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;; 110
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the -------- transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary GuarantorGuarantor (other than Holdings);
(e) Dispositions permitted by Section 7.04; ------------
(f) Dispositions by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the -------- book value of all property so Disposed of shall not exceed (i) $10,000,000 in the aggregate from and after the Closing Date or (ii) $5,000,000 in any fiscal year;
(fg) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding ten years;
(h) the Supremex Disposition; and
(i) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the ------------ -------- time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
Disposition on a Pro Forma Basis, and (ii) that the aggregate book value of all property Disposed of in reliance on this clause (fi) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash35,000,000;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.
Appears in 1 contract
Samples: Credit Agreement (Cenveo, Inc)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property (including any Equity Interest of any Subsidiary) by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions of any unsecured Indebtedness owed to a Loan Party by another Loan Party or any other Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party, provided that after giving effect to such transfer, the Investment of such Indebtedness in the transferee Subsidiary would otherwise be permitted under Section 7.03(b)(iv);
(g) Dispositions consisting of the compromise, settlement or collection of accounts receivable in the ordinary course of business, consistent with past practices; and
(h) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
, (ii) that the aggregate book value of all property Disposed of in reliance on this clause (fh) in any fiscal year shall not exceed $20,000,0002,500,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), ) or (f), and (gh) shall be for fair market value.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by the Company or any Restricted Subsidiary to the Borrower Company or to a any Restricted Subsidiary which is wholly-owned Subsidiary; provided that if by the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary GuarantorCompany and/or its other Restricted Subsidiaries;
(e) Dispositions permitted by Section 7.04Clause 21.4 (Fundamental Changes);
(f) Dispositions by the Borrower Company and its Restricted Subsidiaries not otherwise permitted under this Section 7.05Clause 21.5, subject including, without limitation, Dispositions to a Restricted Subsidiary which is not wholly-owned by the following conditions:
Company and its Restricted Subsidiaries and Dispositions in the form of Investments in such Restricted Subsidiaries, other Investments in Persons (other than a Restricted Subsidiary) otherwise permitted by Clause 21.2 (Investments), Dispositions of assets by way of non-cash dividends or distributions to its stockholders or by the purchase, redemption or other acquisition of its Equity Interests for non-cash assets and any Designation of a Restricted Subsidiary as an Unrestricted Subsidiary otherwise permitted by Clause 21.9 (Unrestricted Subsidiaries); provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
Disposition and (ii) that the aggregate book value of all property Disposed of (or deemed Disposed of) in reliance on this clause (f) or clause (b)(iii) of Clause 21.4 (Fundamental Changes) in any period of four consecutive fiscal year quarters (ending with the quarter in which such Disposition occurs) shall not exceed $20,000,000; and
(iii) that at least 7515% of Consolidated Total Assets as of the purchase price last day of the most recently ended fiscal quarter prior to such Disposition; provided, further, that, for purposes of such asset calculation, if any such transferee is a Restricted Subsidiary, and the percentage of the aggregate outstanding Equity Interests of such Restricted Subsidiary owned by the Company and its Restricted Subsidiaries is less than the percentage of the outstanding Equity Interests in the transferor Restricted Subsidiary owned by the Company and its Restricted Subsidiaries, then such Disposition shall be paid deemed to be Disposition of only that percentage of assets so Disposed of which is equal to the Borrower or difference between (A) the percentage of outstanding Equity Interests of the transferor Restricted Subsidiary owned by the Company and its Restricted Subsidiaries immediately before such Disposition and (B) the percentage of the outstanding Equity Interests of the transferee Restricted Subsidiary in cashowned by the Company and its Restricted Subsidiaries immediately after giving effect to such Disposition;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt by way of the condemnation proceeds declaration and payment of dividends or insurance proceeds distributions in cash to its stockholders and the purchase, redemption or other acquisition of such condemnation or casualty, as applicable, Equity Interests issued by it for cash provided that no Default under Clauses 22.1, 22.6 or 22.7 (Events of Default) or Event of Default has occurred and is continuing at the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)time of any such action and no Default would result therefrom; and
(h) so long as no Default has occurred The Discovery Commerce Designation and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valueExcluded Split-Off.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Discovery Communications, Inc.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of used, worn out, obsolete or worn out propertysurplus property by the Borrower or any Subsidiary of the Borrower in the ordinary course of business that is, whether now owned in the reasonable judgment of the Borrower, no longer economically practicable to maintain or hereafter acquired, useful in the conduct of its business;
(b) Dispositions of inventory in the ordinary course of business;
(bc) ordinary-course-of-business Dispositions by any Subsidiary of any all or any of its business, property or assets to the Borrower or any other Subsidiary;
(id) inventory; (ii1) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (mergers and not in connection with any financing transaction)acquisitions permitted by Section 6.03; and (iv2) leasestransfers or dispositions permitted by Section 6.03(c);
(e) licenses or sublicenses by the Borrower or any Subsidiary of intellectual property and general intangibles, subleasesincluding, rights without limitation, any proprietary software of waythe Borrower or any Subsidiary, easements, and licenses, and sublicenses thatleases or subleases by the Borrower or any Subsidiary of other property, individually and in each case in the aggregate, ordinary course of business and which do not materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04Subsidiaries;
(f) any sale or other disposition of cash or Eligible Investments; provided, however, that, in the case of Eligible Investments, such sale or disposition shall be made solely for and in connection with the Borrower’s or any Subsidiary’s, as applicable, investment portfolio and in accordance with the Investment Policy of the Borrower;
(g) ceding of insurance or reinsurance in the ordinary course of business;
(h) other Dispositions by of any assets of the Borrower or any of its Subsidiaries not otherwise permitted pursuant to the foregoing in this Section 6.05; provided that (A) no Default then exists or would result therefrom, and (B) such assets to be Disposed pursuant to this Section 6.05(h), together with all assets of the Borrower and its Subsidiaries not otherwise permitted under previously Disposed pursuant to this Section 7.056.05(h), subject to do not in the following conditions:aggregate constitute a Substantial Portion of the assets of the Borrower and its Subsidiaries;
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000Liens permitted under Section 6.02; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(gj) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), Investments made in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance compliance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value6.04.
Appears in 1 contract
Samples: Credit Agreement (Amtrust Financial Services, Inc.)
Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, exceptexcept for:
(a) Dispositions Transfers in the ordinary course of business for reasonably equivalent consideration;
(b) Transfers to any Borrower or any of its Subsidiaries from any other Borrower or any of its Subsidiaries;
(c) Transfers of property to the extent such property is exchanged for credit against, or proceeds are promptly applied to, the purchase price of other property used or useful in the business of Borrowers or their Subsidiaries;
(d) Transfers constituting non-exclusive licenses and similar arrangements for the use of the property of Borrowers or their Subsidiaries in the ordinary course of business and other non-perpetual licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States;
(e) Transfers otherwise expressly permitted by the Loan Documents;
(f) sales or discounting of delinquent accounts in the ordinary course of business;
(g) Transfers associated with the making or disposition of a Permitted Investment;
(h) Transfers of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(bi) ordinaryTransfers consisting of discounting of customer letters of credit on a non-courserecourse basis;
(j) Transfers in connection with an acquisition permitted hereunder of a portion of a Person’s assets or rights acquired for reasonably equivalent consideration that otherwise complies with Section 7.3;
(k) Transfers of any non-of-business Dispositions of core Intellectual Property for fair market value that (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and is not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of material to the business of the Borrower or its Borrowers and their Subsidiaries as currently operated and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to will not result in a wholly-owned Subsidiarymaterial adverse effect; provided that if the transferor Borrower shall provide Bank at least thirty (30) days prior written notice (or such other notice acceptable to Bank, in its sole discretion) of any such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;transfer; and
(el) Dispositions permitted Transfers by Section 7.04;
(f) Dispositions by the any Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
7.1; provided that (i) that no Default exists at the time of such Disposition Transfer, no Event of Default has occurred or is continuing or would result from such Disposition;
Transfer and (ii) that the aggregate book value of all property Disposed of Transferred in reliance on this clause (fk) in any fiscal year shall not exceed Two Million Dollars ($20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property2,000,000), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessPermitted Transfers;
(b) ordinary-course-of-business Dispositions of to the extent constituting a Disposition, any (i) inventory; Lien permitted by Section 7.01, (ii) Cash Equivalents; Investment permitted by Section 7.03 or (iii) overdue accounts receivable action permitted by Section 7.04 (in connection with the compromise each case, other than by reference to this Section 7.05 (or collection thereof (and not in connection with any financing transactionsub-clause hereof)); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;and
(c) other Dispositions of equipment to the extent that so long as (i) such property is exchanged at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents (provided, that, for credit against purposes hereof, cash consideration shall include (A) cash and Cash Equivalents paid contemporaneously with the purchase price consummation of similar replacement property or the Disposition, (iiB) the proceeds amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to a Loan Party or any of its Subsidiaries) of any Loan Party or any of its Subsidiaries (as shown on such Disposition Person’s most recent balance sheet or in the notes thereto) that are reasonably promptly assumed by the transferee of any such assets and for which the Loan Parties and their Subsidiaries shall have been validly released by all relevant creditors in writing, (C) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such replacement property;
Disposition, and (dD) Dispositions of property any securities received by any Subsidiary such Loan Party or its Subsidiaries from such transferee that are converted by such Person into cash or Cash Equivalents (to the Borrower extent of the cash or to Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable Disposition paid contemporaneously with consummation of the Disposition and shall be in an amount not less than the fair market value of the property disposed of; (ii) if such transaction is a wholly-owned Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 7.13; (iii) such transaction does not involve the sale or other disposition of minority Equity Interests in any Subsidiary; provided that if the transferor (iv) such transaction does not involve a sale or other disposition of such receivables other than receivables owned by or attributable to other property is concurrently being disposed of in a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not transaction otherwise permitted under this Section 7.05, subject to the following conditions:
Section; and (iv) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate net book value of all property Disposed of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in reliance on this clause all such transactions occurring after the Closing Date (fother than (1) in any fiscal year Sale and Leaseback Transactions permitted by Section 7.13 and (2) the Disposition of Non-Core Assets) shall not exceed the greater of (x) $20,000,000; and
100,000,000 and (iiiy) that at least 7510.0% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valueConsolidated Total Assets.
Appears in 1 contract
Samples: Credit Agreement (SP Plus Corp)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of (i) obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, and (ii) fixed operating assets (solely to the extent not constituting all or substantially all of the assets or business of the Borrower or any Subsidiary or a business unit, line of business or division of the Borrower or any Subsidiary) no longer used or useful to the business of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) inventory and Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and Equivalents in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by the Borrower or any Subsidiary to the Borrower Borrower, a wholly owned Subsidiary, or to a whollyQualified Non-owned Wholly Owned Subsidiary; provided that (i) if the transferor of such property in a noncash transaction is the Borrower or a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor, and (ii) such Disposition shall be for fair market value and on arm’s-length terms;
(e) Dispositions permitted by Section 7.046.04 and, to the extent any Investment permitted under Section 6.03 also constitutes, in whole or in part, a Disposition, such Investment;
(f) any issuance of Equity Interests of the Borrower;
(g) Dispositions by the Borrower and its Subsidiaries of the Specified Florida Properties and the Idle Properties; provided, that at least 25% of the purchase price therefore shall be paid in cash so long as any noncash consideration shall be secured by the Specified Florida Properties or the Idle Properties subject to such Disposition;
(h) the sale, transfer or disposition of accounts in connection with the collection or compromise thereof in the ordinary course of business;
(i) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice;
(j) Dispositions made pursuant to the terms of any Plan or Employee Benefit Arrangement in the ordinary course of business;
(k) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
6.05; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
, (ii) that the aggregate book fair market value of all property Disposed of in reliance on this clause (fk) in any fiscal year shall not exceed $20,000,000; and
5% of the Borrower’s consolidated assets (determined in accordance with GAAP) as of the last day of the immediately preceding fiscal year, and (iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary solely in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(hl) so long as no Default has occurred shall occur and is be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), 6.05(k) above; provided, however, that (x) any Disposition pursuant to Section 7.05(a), (b), (c), (f)6.05(k) is for consideration at least equivalent to fair market value of the property or assets Disposed, and (gy) neither Dart nor BCICIS shall be for fair market valuetransfer or otherwise Dispose of any Significant Xxxx except as permitted pursuant to Section 6.05(i) to the Borrower and its Subsidiaries.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of used, worn out, obsolete or worn out propertysurplus property by the Borrower or any Subsidiary of the Borrower in the ordinary course of business that is, whether now owned in the reasonable judgment of the Borrower, no longer economically practicable to maintain or hereafter acquired, useful in the conduct of its business;
(b) Dispositions of inventory in the ordinary course of business;
(bc) ordinary-course-of-business Dispositions by any Subsidiary of all or any of its business, property or assets to the Borrower or any Wholly Owned Subsidiary;
(d) (i) inventorymergers and acquisitions permitted by Section 6.03; and (ii) Cash Equivalents; transfers or dispositions permitted by Section 6.03(c);
(iiie) overdue accounts receivable in connection with licenses or sublicenses by the compromise Borrower or collection thereof (any Subsidiary of intellectual property and not in connection with general intangibles, including, without limitation, any financing transaction); proprietary software of the Borrower or any Subsidiary, and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses thatleases or subleases by the Borrower or any Subsidiary of other property, individually and in each case in the aggregate, ordinary course of business and which do not materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04Subsidiaries;
(f) any sale or other disposition of cash or Eligible Investments; provided, however, that, in the case of Eligible Investments, such sale or disposition shall be made solely for and in connection with the Borrower’s or any Subsidiary’s, as applicable, investment portfolio and in accordance with the Investment Policy of the Borrower or such Subsidiary, as applicable;
(g) ceding of insurance or reinsurance in the ordinary course of business;
(h) other Dispositions by of any assets of the Borrower or any of its Subsidiaries not otherwise permitted pursuant to the foregoing in this Section 6.05; provided that (A) no Default then exists or would result therefrom and (B) such assets to be Disposed pursuant to this Section 6.05(h), together with all assets of the Borrower and its Subsidiaries not otherwise permitted under previously Disposed pursuant to this Section 7.056.05(h), subject to do not in the following conditions:aggregate constitute a Substantial Portion of the assets of the Borrower and its Subsidiaries; and
(i) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), Investments made in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance compliance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value6.04.
Appears in 1 contract
Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively a “Transfer”), or permit any Disposition of their Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of their businesses or property, except:
except for Transfers (a) Dispositions of Inventory in the ordinary course of business; (b) of worn-out, surplus, or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments or worn out propertytransactions permitted pursuant to Section 7.3; (d) consisting of existing, whether now owned as of the Effective Date, licenses for the use of the property or hereafter acquiredother assets of a Co-Borrower or its Subsidiaries granted to Seahawk, Telespazio SpA or the Industrial JV, and any amendments or modifications thereto to the extent such amendments or other modifications are not materially adverse to the Lenders (in their capacity as lenders hereunder); (e) consisting of Borrower’s or a Subsidiary’s use or transfer of money or Cash Equivalents in the ordinary course of business in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) of the Mitsui Collateral, only to the extent used exclusively by Spaceflight, Inc. or to the extent required by the Mitsui Share Purchase Agreement upon the entry into and effectiveness thereof; (g) consisting of the sale or issuance of any stock of any Co-Borrower permitted under Section 7.2 of this Agreement; (h) by a Co-Borrower to another Co-Borrower and by any Subsidiary to a Co-Borrower; provided that any Transfer to Spaceflight, Inc. shall be limited to Mitsui Collateral, only to the extent used exclusively by Spaceflight, Inc. or to the extent required by the Mitsui Share Purchase Agreement upon the entry into and effectiveness thereof; (i)(a) of non-exclusive licenses for the use of the property of a Co-Borrower or its Subsidiaries in the ordinary course of business and (b) licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, in each case, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (ivj) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject 7.1 in an amount not to the following conditions:
exceed Two Hundred Fifty Thousand Dollars (i$250,000) that no Default exists at the time of such Disposition or would result from such Disposition;
(ii) that in the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valueParent.
Appears in 1 contract
Samples: Intercreditor Agreement (Osprey Technology Acquisition Corp.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Inventory in the ordinary course Ordinary Course of businessBusiness;
(b) ordinary-course-of-business Dispositions in the Ordinary Course of Business of Equipment or fixed assets that are obsolete, worn out or no longer useful to the Core Business for so long as (i) inventory; no Event of Default has occurred and is continuing at the time of such Disposition, (ii) Cash Equivalents; the aggregate fair market value or a book value, whichever is more, of such Equipment and fixed assets does not exceed $400,000 in any twelve-month period and (iii) all proceeds thereof are (A) remitted to Agent for application to the Obligations in accordance with Section 2.05(b) or (B) applied to the replacement of such Equipment or fixed assets with Equipment or other fixed assets of like kind, function and value within 180 days after any such Disposition and the replacement Equipment or other fixed assets shall be free and clear of Liens other than Permitted Liens;
(c) Dispositions that constitute (i) an Investment permitted under Section 8.03, (ii) a Lien permitted under Section 8.01, (iii) a merger, dissolution, consolidation or liquidation permitted under Section 8.04(a), or (iv) a Distribution permitted under Section 8.06;
(d) Dispositions of assets or property that result from an Event of Loss in respect of such asset or property that do not otherwise constitute an Event of Default; provided, however, that the foregoing shall not constitute an Event of Default so long as (i) Borrower is in compliance with Section 7.08 if such Disposition is of Mortgaged Property, or (ii) Borrower is in compliance with Section 2.05(b)(i) if such Disposition is not of Mortgaged Property;
(e) Dispositions that consist of the sale or discount in the Ordinary Course of Business of overdue accounts receivable that are not Eligible Accounts, in an aggregate original amount for all such Accounts in any Fiscal Year of up to $100,000, but only in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leasesthereof, subleases, rights of way, easements, licenses, and sublicenses that, individually and provided that the Net Cash Proceeds from such Disposition shall be deposited in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectConcentration Account;
(cf) Dispositions among the Loan Parties or by any Subsidiary to a Loan Party;
(g) Dispositions by any Subsidiary which is not a Loan Party to another Subsidiary that is not a Loan Party;
(h) the lapse or abandonment in the Ordinary Course of Business of any registrations or applications for registration of any Intellectual Property which is not material to any Loan Party's business;
(i) Dispositions of equipment Equipment to the extent that (i) such property equipment is exchanged for credit against the purchase price of similar replacement property or (ii) equipment in the proceeds Ordinary Course of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyBusiness and is otherwise done in compliance with this Agreement;
(dj) Dispositions of assets or property by any Inactive Subsidiary to (other than the Borrower or to a wholly-owned Subsidiary; Permitted WJS Disposition), provided that if the transferor of such property is a Subsidiary Guarantorthat, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result Disposition, no Event of Default has occurred and is then continuing, and the Borrowers, within one (1) Business Day of the consummation of such Disposition, pay to Agent an amount equal to 100% of the Net Cash Proceeds arising from such Disposition;
(iik) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; Permitted Sale/Leaseback, and
(iiil) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valuePermitted WJS Disposition.
Appears in 1 contract
Samples: Credit and Security Agreement (Katy Industries Inc)
Dispositions. Make No Credit Party shall, nor shall they permit any Subsidiary to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out propertyProperty, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and inventory in the aggregate, do not materially interfere with the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or Property not covered under clause (a) above to the extent that (i) such property Property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;Property.
(d) Dispositions of property Property by any Subsidiary to the Borrower a Credit Party or to a wholly-owned Wholly Owned Subsidiary; provided provided, that if the transferor of such property is a Subsidiary GuarantorCredit Party, the transferee thereof must either be the Borrower or a Subsidiary GuarantorCredit Party;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower Credit Parties and its the Subsidiaries not otherwise permitted under this Section 7.05; provided, subject to the following conditions:
that (i) that no Default exists at the time of such Disposition Disposition, no Default or Event of Default exists and is continuing (that would not be cured by such Disposition) or would result from such Disposition;
Disposition and (ii) that after giving effect thereto, the aggregate book value of all property Disposed of Credit Parties are in reliance compliance with the financial covenants in Section 6.12, on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% a Pro Forma Basis as if such Disposition had been incurred as of the purchase price last day of the most recent fiscal quarter for such asset shall be paid which financial statements have been delivered pursuant to the Borrower or such Subsidiary in cashSection 6.01;
(g) Dispositions real estate leases entered into in the ordinary course of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)business; and
(h) Dispositions of a Borrowing Base Property so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under Borrower complies with the provisions of Section 7.05(f)6.16. Notwithstanding anything above, provided, however, that any Disposition pursuant to Section 7.05(a), clauses (b), (c), a) through (f), and (g) shall be for fair market value.
Appears in 1 contract
Samples: Credit Agreement (Griffin-American Healthcare REIT II, Inc.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete obsolete, damaged, worn out, used or worn out surplus property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business and Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise property no longer used or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and useful in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectRestricted Subsidiaries;
(cb) Dispositions of (i) inventory, (ii) equipment and goods held for sale in the ordinary course of business and (iii) immaterial assets (considered in the aggregate) in the ordinary course of business not in excess of $1,000,000 in any fiscal year;
(i) any exchange or swap of assets, or lease, assignment or sublease of any real property or personal property for like property for use in a business not in contravention with Section 7.07 and (ii) Dispositions of property to the extent that (ix) such property is exchanged for credit against the purchase price of similar replacement property or (iiy) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to among the Borrower or to a wholly-owned Subsidiaryand the Restricted Subsidiaries; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must either be a Loan Party, (ii) to the Borrower extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02 (other than Section 7.02(e)) or a Subsidiary Guarantor(iii) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with the consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of and the aggregate fair market value of the property sold, leased, licensed, transferred or otherwise disposed by Loan Parties to those Subsidiaries that are Non-Loan Parties in reliance of this clause (d)(iii) in any fiscal year shall not exceed $5,000,000 (plus any unused amount permitted by this clause (d)(iii) for any fiscal year that may be carried forward and utilized in the immediately succeeding fiscal year));
(e) Dispositions permitted by Section 7.047.02 (other than Section 7.02(e)), Section 7.04 (other than Section 7.04(g)), Section 7.06 (other Section 7.06(d)) and Section 7.13 and Liens permitted by Section 7.01 (other than Section 7.01(m)(ii));
(f) Dispositions by with respect to property of the Borrower or any Restricted Subsidiary pursuant to sale-leaseback transactions; provided that, the Net Cash Proceeds thereof are applied in accordance with Section 2.05(b)(ii);
(g) Dispositions of (i) Cash Equivalents and (ii) other current assets that were Cash Equivalents when the original Investment in such assets was made and which thereafter fail to satisfy the definition of Cash Equivalents;
(h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries the Restricted Subsidiaries, taken as a whole;
(i) transfers of property subject to Casualty Events;
(j) Dispositions of property not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition (other than any such Disposition made pursuant to a commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition;
Disposition and (ii) that the aggregate book value of all property Disposed of in reliance on with respect to any Disposition pursuant to this clause (fj) for a purchase price in excess of $5,000,000, the Borrower or any fiscal year of the Restricted Subsidiaries shall receive not exceed $20,000,000; and
(iii) that at least less than 75% of such consideration in the purchase price for such asset shall be paid to the Borrower form of cash or such Subsidiary in cash;
Cash Equivalents (g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt case, free and clear of the condemnation proceeds or insurance proceeds of such condemnation or casualtyall Liens, as applicable, provided that the cash proceeds therefrom are applied in accordance with other than Liens permitted by Section 2.04(b)(ii7.01); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(afor the purposes of this clause (ii), (bA) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary that (i) are assumed by the transferee with respect to the applicable Disposition, (ii) for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing or (iii) are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or its Restricted Subsidiaries), (B) any securities, notes or other obligations or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $5,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash;
(k) Dispositions of Investments in Joint Ventures or any Subsidiary that is not wholly owned to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture or similar parties set forth in joint venture arrangements and/or similar binding arrangements;
(l) Dispositions of accounts receivable in connection with the collection, compromise or settlement thereof or in bankruptcy or similar proceedings;
(m) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary;
(n) to the extent allowable under Section 1031 of the Code (or comparable provision of Law of any foreign jurisdiction and, in each case, any successor provision), any exchange of like property for use in any business conducted by the Borrower or any of the Restricted Subsidiaries that is not in contravention of Section 7.07;
(o) the unwinding of any Cash Management Obligations or Swap Contract;
(p) sales or other dispositions by the Borrower or any Restricted Subsidiary of assets in connection with the closing or sale of an office in the ordinary course of business of the Borrower and the Restricted Subsidiaries, which consist of leasehold interests in the premises of such office, the equipment and fixtures located at such premises and the books and records relating exclusively and directly to the operations of such office; provided that as to each and all such sales and closings, (A) no Event of Default shall result therefrom and (B) such sale shall be on commercially reasonable prices and term in a bona fide arm’s length transaction;
(q) the lapse, abandonment or sale in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights or other IP Rights that in reasonable good faith judgment of the Borrower are no longer economically practicable or commercially desirable to maintain or used or useful in the business of the Borrower and the Restricted Subsidiaries (taken as a whole);
(r) any Disposition by reason of the exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement;
(s) any surrender or waiver of contractual rights or the settlement, release, recovery on or surrender of contractual rights or other claims of any kind;
(t) the discount of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable or Investments permitted hereunder;
(u) any Disposition of assets of the Borrower or any Restricted Subsidiary or sale or issuance of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so Disposed have an aggregate fair market value of less than $5,000,000 in the aggregate for any fiscal year;
(v) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property, including, but not limited to, grants of franchises or licenses, franchise or license master agreements and/or area development agreements;
(w) Dispositions contemplated on the Closing Date and set forth on Schedule 7.05(w);
(x) Dispositions required to be made to comply with the order of any Governmental Authority or applicable Laws;
(y) the sale of motor vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter;
(z) Dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, members of management, employees or consultants;
(aa) the sale, transfer, license, lease or other disposition of Equity Interest in, or property of, any Subsidiary that is not a Loan Party or any Joint Venture; provided that the consideration for such sale, transfers, licenses, leases or other Dispositions shall not exceed, with respect to any individual disposition, $3,000,000;
(bb) licenses and sublicenses (including with respect to intellectual property and software) granted to others in connection with a Disposition otherwise permitted under this Section 7.05 or Joint Ventures permitted hereunder;
(cc) samples, including time limited evaluation software, provided to customers or prospective customers;
(dd) de minimis amounts of equipment provided to employees;
(ee) the Borrower and any Restricted Subsidiary may (i) convert any intercompany Indebtedness to Equity Interests; (ii) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by the Borrower or any Restricted Subsidiary; and (iii) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees of the Borrower or any Subsidiary or any of their successors or assigns, to the extent made in the ordinary course of business; and
(ff) Dispositions of intellectual property of Mindspeed Technologies, Inc. and its Subsidiaries to any Restricted Subsidiary of the Borrower. provided that any Disposition of any property pursuant to Sections 7.05(b)(i), (c), (f), and (g) and (j), shall be for no less than the fair market valuevalue of such property at the time of such Disposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent and the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.
Appears in 1 contract
Samples: Credit Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Dispositions. Make Convey, sell, lease, transfer or otherwise dispose of (collectively “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, exceptexcept for:
(a) Dispositions Transfers in the ordinary course of obsolete business for reasonably equivalent consideration;
(b) Transfers to Borrower or worn out propertyany of its Subsidiaries from Borrower or any of its Subsidiaries;
(c) Transfers of property in connection with sale-leaseback transactions;
(d) Transfers of property to the extent such property is exchanged for credit against, whether now owned or hereafter acquiredproceeds are promptly applied to, the purchase price of other property used or useful in the business of Borrower or its Subsidiaries;
(e) Transfers constituting (i) non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business, (ii) other non-perpetual licenses that may be exclusive in some respects other than territory (and/or that may be exclusive as to territory only in discreet geographical areas outside of the United States), but that could not result in a legal transfer of Borrower’s title in the licensed property and (iii) perpetual exclusive licenses with respect to fields of use outside of the “aesthetic field of use”;
(f) Transfers otherwise permitted by the Loan Documents;
(g) sales or discounting of delinquent accounts in the ordinary course of business;
(bh) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection Transfers associated with the compromise making or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights disposition of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affecta Permitted Investment;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at Sales of inventory in the time ordinary course of such Disposition or would result from such Dispositionbusiness;
(iij) Transfers in connection with a permitted acquisition of a portion of the assets or rights acquired; and
(k) Transfers of assets (other than Accounts or Inventory (unless such Transfer is in the ordinary course of Borrower’s business) not otherwise permitted in this Section 7.1, provided, that the aggregate book value of all property Disposed of in reliance on this clause (f) such Transfers by Borrower and its Subsidiaries, together, shall not exceed in any fiscal year shall not exceed $20,000,000; and
year, five percent (iii5.00%) that at least 75% of Borrower’s consolidated total assets as of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt last day of the condemnation proceeds or insurance proceeds fiscal year immediately preceding the date of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market valuedetermination.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower Borrowers or its the Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by a Borrower or any Restricted Subsidiary to the a Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Borrower or a Subsidiary GuarantorLoan Party;
(e) Dispositions in the form of Liens permitted by Section 7.047.01 and Dispositions in the form of Investments permitted by Sections 7.03;
(f) Dispositions by the Borrower Borrowers and its the Restricted Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition or would result from such Disposition;; and
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;35,000,000.
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with and to the extent required by Section 2.04(b)(ii2.05(b);
(h) Dispositions of Equity Interests of Unrestricted Subsidiaries;
(i) Dispositions pursuant to the Undeveloped Land Transfer and Project Development Transactions;
(j) Dispositions pursuant to SPE Transactions; and
(hk) so long as no Default has occurred and is continuingto the extent constituting a Disposition, the grant unwinding of any option or other right Swap Contract pursuant to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), its terms; provided, however, that any Disposition pursuant to Section 7.05(a), (b), 7.05 (c), ) and (f), and (g) shall be for fair market value.
Appears in 1 contract
Samples: Credit Agreement (USD Partners LP)
Dispositions. Make The Borrower shall not, nor shall it permit any Disposition Restricted Subsidiary to, directly or enter into any agreement to indirectly, make any Disposition, except:
(ai) (i) Dispositions (including abandonment) of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; , (ii) Cash Equivalents; Dispositions (iiiincluding abandonment) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with ordinary course of business of surplus property or property no longer used or useful in the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use any of the Restricted Subsidiaries, (iii) Dispositions of immaterial assets (considered in the aggregate) in the ordinary course of business, and (iv) Dispositions to landlords of improvements made to leased real property which they affectpursuant to customary terms of leases entered into in the ordinary course of business;
(cj) Dispositions of equipment property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or property, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, or (iii) such property is swapped in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and the Subsidiaries as whole, as determined in good faith by the management of the Borrower;
(dk) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) either (x) the transferee thereof must either be a Loan Party and if such property constitutes Collateral, it shall continue to constitute Collateral after such Disposition or (y) the transferee is not a Loan Party and the aggregate amount disposed of in any calendar year shall not exceed $10,000,000 or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02;
(l) Dispositions of cash and Cash Equivalents;
(m) leases, subleases, licenses, sublicenses (including the provision of software under an open source license) or any abandonment thereof, in each case (i) in the ordinary course of business and (ii) without interfering in any material respect with the business of the Borrower or a Subsidiary Guarantorany of its Restricted Subsidiaries;
(en) Dispositions permitted by Section 7.04transfers of property subject to Casualty Events upon the receipt (where practical) of the Net Proceeds of such Casualty Event;
(fo) Dispositions by (including write-offs, discounts, and compromises in clause (b) above) or discounts without recourse of accounts receivable and related assets in connection with the Borrower compromise or collection thereof in the ordinary course of business;
(p) [reserved];
(q) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;
(r) Dispositions of Investments in joint ventures or other non-wholly owned Subsidiaries to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and its Subsidiaries similar binding arrangements;
(s) the unwinding of any Swap Contract or cash management agreement;
(t) Dispositions of property not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition;
, (ii) that any prepayment required to be made in connection with the aggregate book value receipt of all property Disposed of Net Proceeds in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash;
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss respect of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a)2.13 shall be made in accordance therewith, and (biii) with respect to any Disposition or series of related Dispositions pursuant to this clause (l) for a purchase price in excess of $5,000,000, the Borrower or any of the Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), (c), (d), (f), (i), (j), (k), (l) (o), (p), (v), (w), (z), (aa), (bb), (cc), (dd) and (ee); provided, however, that for the purposes of this clause (l)(iii), the following shall be deemed to be cash: (A) any liabilities contingent or otherwise (as shown on the Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to or in connection with the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed $10,000,000 at any time (net of any non-cash consideration converted into cash and Cash Equivalents), (D) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent the Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition, (E) consideration consisting of Indebtedness of the Borrower (other than Subordinated Indebtedness) received after the Closing Date from Persons who are not the Borrower or any Restricted Subsidiary, and (F) the fair market value (as determined by the Borrower) of non-cash consideration received by the Borrower or one of its Restricted Subsidiaries in connection with a Disposition (and which will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 6.05);
(u) any Disposition of Securitization Assets or Receivables Assets, or participations therein, in connection with any Qualified Securitization Financing or Receivables Facility, or the Disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice;
(v) the disposition of any assets existing on the Closing Date that are set forth on Schedule 7.05;
(w) dispositions from and after the Closing Date of non-core or obsolete assets acquired in connection with any Permitted Acquisition or other permitted Investments;
(x) the incurrence of Liens permitted hereunder;
(y) sales or dispositions of Equity Interests of any Subsidiary (other than the Borrower) in order to qualify members of the governing body of such Subsidiary if required by applicable law;
(z) sales, transfers and other dispositions of (i) any Equity Interests in Unrestricted Subsidiaries or their assets or (ii) Excluded Real Property or any other Excluded Property (as defined in the Security Agreement);
(aa) Restricted Payments made pursuant to Section 7.06; and
(bb) Sale and Leaseback Transactions in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(a), (c), (e), (f), (g), (j), (k), (m), (n), (o), (q), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market valuevalue of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be automatically sold free and clear of the Liens created by the Loan Documents, and, if requested by the Borrower, upon the certification delivered to the Administrative Agent by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take, and shall take, any actions reasonably requested by the Borrower in order to effect the foregoing (at the Borrower’s expense) and/or to expressly subordinate any Lien in favor of the Collateral Agent on such Collateral that is disposed of.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Permitted Transfers;
(b) (i) Dispositions of used, surplus, obsolete or worn out propertyproperty (or write-offs or discounts of the same), whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; , (ii) Cash Equivalents; leases and subleases of real property in the ordinary course of business, (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights sales, assignments, licenses and sublicenses of way, easements, licensespersonal property in the ordinary course of business (including non-exclusive licenses of Intellectual Property), and sublicenses that(iv) lapse, individually and abandonment or other Disposition of Intellectual Property that is, in the aggregatereasonable business judgment of the Borrower, do not materially interfere no longer used or useful in the conduct of its business or otherwise uneconomical to prosecute or maintain, in each case with respect to all of the foregoing in the ordinary conduct course of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affectbusiness;
(c) Dispositions of equipment or real property (other than the Corporate Headquarters) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(e) the Disposition of the Corporate Headquarters;
(f) other Dispositions so long as (i) at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by the Borrower and its Subsidiaries not or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 7.05Section, subject to the following conditions:
(iiii) that no Event of Default exists at the time of such Disposition shall have occurred and be continuing or would result from such Disposition;
therefrom and (iiiv) that the aggregate net book value of all property Disposed of in reliance on this clause (f) in any fiscal year the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries shall not exceed (A) $20,000,000; and
5,000,000 in any single transaction or series of related transactions or (iiiB) that at least 75% $10,000,000 in the aggregate during the term of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cashthis Agreement;
(g) the unwinding of Swap Contracts permitted hereunder;
(h) Dispositions of property permitted by Section 7.04, Investments permitted by Section 7.03, Restricted Payments permitted by Section 7.06 and Liens permitted by Section 7.01, in each case, other than by reference to this Section 7.05;
(i) resulting from the condemnation thereof compromise, settlement, release or (ii) that has suffered surrender of a casualty (constituting a total loss contract, tort or constructive total loss of such property)other litigation, in each case upon claim, arbitration or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)other dispute; and
(hj) so long as no Default has occurred and is continuing, the grant of any option Dispositions in connection with financing transactions permitted by or other right to purchase any asset in executed with a transaction that would be effecting a financing permitted under the provisions of Section 7.05(f7.02(c), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f), and (g) shall be for fair market value.
Appears in 1 contract
Samples: Credit Agreement (Zynga Inc)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business and Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise property no longer used or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and useful in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower Parents, the Borrowers and the Restricted Subsidiaries;
(b) Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations or its Subsidiaries and do not materially detract from any applications for registration of any immaterial IP Rights to lapse or go abandoned in the value or the use ordinary course of the property which they affectbusiness);
(c) Dispositions of equipment property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty (which replacement property is actually promptly purchased);
(d) Dispositions of property by any Subsidiary to the a Parent, a Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must either be a Loan Party, (ii) to the Borrower extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02, or a (iii) such Disposition shall consist of the transfer of Equity Interests in or Indebtedness of any Foreign Subsidiary Guarantorto any other Foreign Subsidiary;
(e) Dispositions permitted by Section 7.047.02, Section 7.04 and Section 7.06 and Liens permitted by Section 7.01;
(f) Dispositions by in the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time ordinary course of such Disposition or would result from such Disposition;
(ii) that the aggregate book value business of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cashCash Equivalents;
(g) Dispositions of property (i) resulting from the condemnation thereof leases, subleases, licenses or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property)sublicenses, in each case upon or after receipt in the ordinary course of business and which do not materially interfere with the business of the condemnation proceeds or insurance proceeds of such condemnation or casualtyParents, the Borrowers and the Restricted Subsidiaries, taken as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); anda whole;
(h) so long transfers of property subject to Casualty Events;
(i) Dispositions of Investments in JV Entities or non-Wholly Owned Restricted Subsidiaries to the extent required by, or made pursuant to, customary buy/sell arrangements between the parties to such JV Entity or shareholders of such non-Wholly-Owned Restricted Subsidiary set forth in the shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to such JV Entity or non-Wholly-Owned Restricted Subsidiary;
(j) Dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof or pursuant to factoring arrangements, in each case, to the extent not constituting a receivables financing;
(k) the unwinding of any Swap Contract pursuant to its terms;
(l) Permitted Sale Leasebacks;
(m) Dispositions not otherwise permitted pursuant to this Section 7.05; provided that (i) such Disposition shall be for fair market value as no Default has occurred reasonably determined by the Administrative Borrower in good faith, (ii) the Administrative Borrower shall deliver an updated Borrowing Base Certificate within ten (10) Business Days following the Disposition thereof if more than 12.5% of the assets included in the most recent calculation of the Borrowing Base are being disposed of pursuant to this clause (m) and is continuing(iii) the Parents, the grant Borrowers or any applicable Restricted Subsidiary shall receive not less than 75% of any option such consideration in the form of cash or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), Cash Equivalents (provided, however, that any Disposition pursuant to Section 7.05(afor the purposes of this clause (m)(iii), the following shall be deemed to be cash: (b)A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of any Parent, any Borrower or any of the Restricted Subsidiaries (other than Subordinated Debt) and the valid release of such Parent, such Borrower or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such Disposition, (c)B) securities, notes or other obligations received by any Parent, any Borrower or any of the Restricted Subsidiaries from the transferee that are converted by any Parent, any Borrower or any of the Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the closing of such Disposition, (f)C) Indebtedness (other than Subordinated Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that each Parent, each Borrower and each Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition and (gD) the aggregate Designated Non-Cash Consideration received by the Parents, the Borrowers and the Restricted Subsidiaries for all Dispositions under this clause (m) having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such Designated Non-Cash Consideration is received) not to exceed the greater of (x) $30,000,000 and (y) 25% of Consolidated EBITDA of the Parents, the Borrowers and the Restricted Subsidiaries for the most recently ended Test Period at any time outstanding (net of any Designated Non-Cash Consideration converted into cash and Cash Equivalents received in respect of any such Designated Non-Cash Consideration and calculated on a Pro Forma Basis);
(n) the Parents, the Borrowers and the Restricted Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business;
(o) Dispositions of non-core or obsolete assets acquired in connection with a Permitted Acquisition;
(p) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater fair market value of usefulness to the business of the Parents, the Borrowers and the Restricted Subsidiaries as a whole, as determined in good faith by the Borrowers;
(q) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;
(r) Specified Dispositions and Dispositions consummated in connection with a Permitted Tax Restructuring;
(s) Dispositions for Cash Equivalents (other than in connection with the capitalization of any special purpose entity used to effect any such Permitted Receivables Financing) of accounts receivable in connection with any Permitted Receivables Financing; and
(t) any Permitted Distribution Business Dispositions. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than the Borrowers or any Guarantor, such Collateral shall be for fair market valuesold free and clear of the Liens created by the Loan Documents and, if requested by the Administrative Agent, upon the certification by the Administrative Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take and shall take any actions deemed appropriate in order to effect the foregoing.
Appears in 1 contract
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, Disposition except:
(a) Dispositions of (i) obsolete or worn out propertyproperty and (ii) equipment that is no longer useful, in each case in the ordinary course of business whether now owned or hereafter acquired, ;
(b) Dispositions of inventory in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Restricted Subsidiary to the Borrower or to a any wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(d) Dispositions set forth on Schedule 7.05; provided that the proceeds of any such Disposition shall be deposited into the Collateral Account promptly upon receipt thereof by the Borrower or any of its Subsidiaries (regardless of whether the property subject to such Disposition constitutes Collateral at the time of such Disposition) and shall be disbursed from such Collateral Account solely in accordance with the Approved Budget (subject to Permitted Variances);
(e) Dispositions permitted by Section 7.04[Reserved];
(f) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
; provided that (i) that no Default exists at the time of such Disposition Disposition, no Default shall exist or would result from such Disposition;
, (ii) that the aggregate book value of all property Disposed of in reliance on this clause (fe) in any fiscal year since the Closing Date shall not exceed $20,000,000; and
250,000 (iiior such greater amount as may be approved by the Required Lenders), and (iv) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash;; and
(g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, [reserved]. provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and
(h) so long as no Default has occurred and is continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant (other than Dispositions to Section 7.05(a), (b), (c), (f), and (ga Loan Party) shall be for fair market value.
Appears in 1 contract
Samples: Super Priority Credit Agreement (Basic Energy Services, Inc.)
Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Permitted Transfers;
(b) Dispositions of obsolete obsolete, worn out, surplus or worn out used property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) ordinary-course-of-business Dispositions of (i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect;
(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Borrower or a Subsidiary Guarantor;
(e) Dispositions permitted by Section 7.04;
(fe) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05, subject to the following conditions:
(i) that no Default exists at the time of such Disposition resulting from casualty or would result from such Dispositioncondemnation events;
(ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) the terminating or unwinding of any Swap Contract in any fiscal year shall not exceed $20,000,000; and
(iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cashaccordance with its terms;
(g) Dispositions sales or dispositions of property a de minimis number of Equity Interests of a Subsidiary in order to qualify members of the governing body of such Subsidiary if required by applicable;
(i) resulting from the condemnation thereof or lapse of registered patents, trademarks, copyrights and other intellectual property to the extent such Intellectual Property is not economically desirable in the conduct of their business (ii) that has suffered a casualty (constituting a total loss the abandonments of patent, trademarks, copyrights or constructive total loss other intellectual property rights in the ordinary course of such property)business, so long as, in each case upon case, such lapse or after receipt abandonment is not materially adverse to the interest of the condemnation proceeds or insurance proceeds of such condemnation or casualty, Lenders in their capacities as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii)such;
(i) Dispositions set forth on Schedule 7.05; and
(hj) other Dispositions so long as no Default has occurred (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and is continuingshall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve the grant of any option sale or other right disposition of a minority Equity Interests in any Subsidiary (other than director’s qualification shares as required by, but only to purchase any asset the extent required by, applicable foreign law), (iii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction that would be otherwise permitted under the provisions of Section 7.05(f), provided, however, that any Disposition pursuant to Section 7.05(a), (b), (c), (f)this Section, and (giv) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions in any fiscal year of the Borrower shall be for fair market valuenot exceed $5,000,000.
Appears in 1 contract
