Excluded Disposition Sample Clauses

Excluded Disposition. (i) the sale in the Ordinary Course of Business of Inventory by any Obligor or Non-Borrower Subsidiary (with such Inventory to include solid waste, recyclables and other byproducts of the waste stream collected by the Obligors and the Non-Borrower Subsidiaries), (ii) the licensing of Intellectual Property, (iii) the Disposition or replacement of Equipment of the Obligors or the Non-Borrower Subsidiaries that has become worn out, obsolete, damaged, or otherwise unsuitable for use in connection with the business of the Obligors and the Non-Borrower Subsidiaries, (iv) Permitted Investments, (v) Permitted Liens, (vi) solely in connection with Equipment Financing Indebtedness permitted under Section 10.2.3(e), assignments to lessors or other counterparties under contracts evidencing such Equipment Financing Indebtedness of rights to alterations to the applicable leased equipment to the extent such alteration is deemed to be part of the leased property by the express terms of such contract and such alteration is required by Applicable Law or a Governmental Authority, or (vii) solely in connection with Equipment Financing Indebtedness permitted under Section 10.2.3(e), the sale, immediately upon (and in connection with) the purchase thereof by the Obligors, to the third party lessor under an equipment lease, of the Equipment that is the subject of the applicable permitted Equipment Financing Indebtedness, and, in each case (other than the foregoing clauses (iv) and (v)) in the Ordinary Course of Business. Excluded Subsidiaries: any Subsidiary (other than an De Minimis Subsidiary), and any joint venture, partnership or other Person in which the Company or a Subsidiary has a fifty percent or minority ownership interest, which in each case is designated by the Company as an “Excluded Subsidiary” on Schedule 9.13.1, and any other such Person from time to time designated by the Company as an “Excluded Subsidiary;” provided that the Company may only designate a Person as an “Excluded Subsidiary” after the Closing Date if (a) after giving pro forma effect thereto no Overadvance would exist, (b) either (i) pro forma Availability shall be not less than the greater of (A) $30,000,000 and (B) 20% of the aggregate Revolver Commitments for each day during the 30 day period prior to such designation and immediately after giving effect thereto; or (ii) both (A) pro forma Availability shall be not less than the greater of (1) $18,750,000 and (2) 12.5% of the aggregate Revolver C...
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Excluded Disposition. Any Disposition permitted under §6.7(a) hereof.
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Excluded Disposition. A Disposition permitted under Section 7.03(a) or Section 7.03(b), so long as no Default has occurred and is continuing on the date such Disposition is consummated. Exemption Certificate. See Section 1.13.
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Excluded Disposition. Any of the following: (a) the acquisition or lease of or the sale, lease or other disposition of assets in the ordinary course of business consistent with past practices, (b) the sale or other disposition of obsolete or worn-out property, (c) the sale, lease or other disposition of assets by the Borrower to any Guarantor, by any Guarantor to the Borrower or by any Guarantor to any other Guarantor, (d) the sale, lease or other disposition of assets by any Subsidiary of the Borrower which is not a Guarantor to any other Subsidiary of the Borrower which is not a Guarantor, (e) the sale or discount without recourse of Accounts Receivable arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, provided, that, in the case of any Foreign Subsidiary, this clause (e) shall also include any sale or discount of Accounts Receivable made with recourse to such Subsidiary if effected in the ordinary course of business and if such sale or discount is consistent with customary practices in such Foreign Subsidiary's country of business and such sale or discount is otherwise permitted under this Credit Agreement, (f) licenses of patents, trademarks and other intellectual property rights granted by the Borrower or any of its Subsidiaries in the ordinary course of business, (g) the subsequent sale or other disposition in the ordinary course of business of any Investment permitted by Section 8.3(a), (h) to the extent it would be considered an Asset Sale, any Restricted Payment permitted by Section 8.4, (i) leases or subleases of assets of the Borrower or any Subsidiary granted to third parties by the Borrower or any of its Subsidiaries in the ordinary course of business, and (j) so long as no Default or Event of Default shall have occurred and be continuing, the conveyance, sale, lease, transfer or other disposition of any properties or assets (other than as set forth in clauses (a) through (i) of this definition) resulting in no more than $3,000,000 in aggregate proceeds in any fiscal year. For avoidance of doubt, the Borrower and the Bank agree that only the proceeds referred to in clause (j) hereof which are in excess of $3,000,000 shall constitute the proceeds of Asset Sales; the Borrower shall be entitled to retain the initial $3,000,000 of such proceeds , whether such proceeds are a result of one transaction or a series of transactions.
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Related to Excluded Disposition

  • Permitted Dispositions (a) Owner may elect to sell or transfer the Hotel (in whole, but not in part), or to permit the transfer of a Controlling Interest, to another Person provided that: (i) such Person is not a Prohibited Party (defined below), and (ii) such Person shall agree, in the case of any sale or transfer of the Hotel, to be bound by the terms of this Agreement and the other Hyatt Agreements (including the Technical Services Agreement (if still in effect) and to assume all of Owner’s obligations hereunder and thereunder (accrued and unaccrued) by way of an assumption agreement reasonably acceptable to Hyatt, to be executed concurrently with the sale or transfer of the Hotel. (b) At least 30 calendar days in advance of the closing of any sale or transfer permitted under (a) above, Owner shall provide written notice to Hyatt, and shall promptly furnish all information reasonably requested by Hyatt to confirm that any prospective buyer or transferee is not a Prohibited Party. (c) In the case of any assignment of this Agreement and the other Hyatt Agreements, upon satisfaction of the conditions set forth in sub-sections (a)(i), (a)(ii) and (b) above, Owner shall be relieved of any liability or obligation hereunder arising after the date of such assignment. (d) If such sale pursuant to subsection (a) above is a transfer of a Controlling Interest, the transferee shall execute and deliver to Hyatt as a condition to such transfer an acknowledgement of all terms and conditions of this Agreement and that this Agreement shall continue to be binding upon Owner on and following the date of such transfer. (e) Owner may elect to effect a transfer of an Ownership Interest that does not constitute a Controlling Interest (as a transfer of a Controlling Interest is governed by the above provisions in this Section 12.2) to another Person, subject to this Agreement and provided that: (i) such transferee is not a Person or Persons (A) who do not have sufficient financial capacity (along with the other Persons having Ownership Interests) to perform the obligations of Owner under this Agreement, (B) who are controlled by or associated with organized crime, (C) who have been convicted of a serious crime such that the Person’s affiliation with the Hotel would materially and adversely impact the reputation of the Hotel, Hyatt and/or is Affiliates, (D) who is a Restricted Person, or (E) who would be considered by regulators in the gaming industry to be unsuitable business associates of Hyatt or its Affiliates or whose affiliation with the Hotel would in any way jeopardize the Hotel’s licenses; (ii) at least 30 calendar days in advance of any such transfer permitted under this subsection (e), Owner shall provide written notice to Hyatt, and shall promptly furnish all information reasonably requested by Hyatt to confirm that any prospective transferee is not a party prohibited by this subsection (e); and (iii) if such transferee is a Brand Owner or an investor in a Brand Owner, Owner shall institute and maintain appropriate confidentiality measures and controls reasonably designed to prevent such transferee and/or those individuals actively involved in the operations, management, marketing and strategic planning of the Person engaged, directly or indirectly, in the issuance of licenses, issuance of franchises or owning or controlling of a Brand Owner from obtaining any confidential or proprietary information of Hyatt and any other information deemed to be confidential pursuant to the Agreement. (f) In the case of any Ground Lease relating to the Hotel, whether to or from an Affiliate of the then Owner or any owner (direct or indirect) of Owner or otherwise, (i) the lessee shall become the “Owner” hereunder and shall assume all of the liabilities and obligations of Owner herein set forth; (ii) the lessor shall execute a Lessor Non-Disturbance Agreement as described in Section 13.3, and (iii) if the lessee is an Affiliate of Owner, the lessor shall not be relieved of any liabilities or obligations of Owner hereunder. (g) The use and presentation of Hyatt Trademarks (including as the same may appear in photographs of the Hotel) in any offering memorandum, prospectus or other similar distribution, as well as information relating to the terms and conditions of the Hyatt Agreements, shall be subject to Hyatt’s prior written approval. (h) Except as set forth above, Owner shall not transfer the Hotel or its Controlling Interest or assign its rights and obligations under this Agreement.

  • Data Disposition When the contracted work has been completed or when the Data is no longer needed, except as noted above in Section 5.b, Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by:

  • Discontinued Disposition By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

  • Final Disposition Notwithstanding any other provision in this Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

  • Dispositions and Involuntary Dispositions The Issuer shall promptly (and, in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed ▇▇▇▇▇▇ Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.