Common use of Fundamental Changes; Asset Sales Clause in Contracts

Fundamental Changes; Asset Sales. The Borrower will not, nor will it permit any of its Subsidiaries to, consummate any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) the business, property or fixed assets of, or Equity Interests or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) any Subsidiary may be merged with or into the Borrower or another wholly-owned Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or another wholly-owned Subsidiary; provided, in the case of any merger with the Borrower, the Borrower will be the continuing or surviving Person; (i) sales, leases, subleases or the transfer of Receivables and Related Assets (or interests therein) pursuant to the Securitization or (ii) other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales required by any Governmental Authority or (ii) Asset Sales (excluding any sale of Receivables and Related Assets), the Net Cash Proceeds of which, when aggregated with the Net Cash Proceeds of all other Asset Sales made within the same fiscal year of the Borrower in reliance on this clause (c), are less than $100,000,000 provided, that (1) in the case of an Asset Sale not required by any Governmental Authority, the consideration received for such assets shall be in an amount at least equal to the fair market value thereof, (2) in the case of an Asset Sale not required by any Governmental Authority, no less than 75% thereof shall be paid in cash or Permitted Investments, and (3) the Net Cash Proceeds received from Asset Sales shall be applied as, and, if and to the extent, required by Section 2.10(b); (d) disposals of obsolete, worn out or surplus property, payments under Indebtedness permitted by Section 6.01 and any Restricted Payment permitted by Section 6.06; (e) any Investment or acquisition permitted by Section 6.04 and any Indebtedness permitted by Section 6.01; (f) the Borrower and its Subsidiaries may liquidate or sell Permitted Investments; (g) any sale or disposition deemed to occur in connection with (i) creating or granting any Lien permitted pursuant to Section 6.02 or (ii) enforcing any such Lien by the sale or disposition of the assets pledged under such Lien, to the extent such assets have a fair market value not in excess of the Indebtedness secured by such Lien; and (h) the Borrower or any of its Subsidiaries may dispose of machinery or equipment for not less than fair market value which will be replaced or upgraded with machinery or equipment put to a similar use and owned by such Person; provided that such replacement or upgraded machinery and equipment is acquired within 120 days after such disposition.

Fundamental Changes; Asset Sales. The Borrower will not, nor will it permit Enter into any of its Subsidiaries to, consummate any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution)dissolve, or conveymake any Asset Sale, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) the business, property or fixed assets of, or Equity Interests or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: except (a) any Subsidiary may be merged with or into any Credit Party or any other Subsidiary, provided, that, (i) if the Borrower or another wholly-owned Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or another wholly-owned Subsidiary; provided, in the case of any merger with the Borroweris party thereto, the Borrower will shall be the continuing or surviving Person; (i) sales, leases, subleases or the transfer of Receivables and Related Assets (or interests therein) pursuant to the Securitization or (ii) other dispositions of assets that do if the Borrower is not constitute Asset Sales; a party thereto and a Guarantor is a party thereto, then such Guarantor shall be the continuing or surviving Person; (i) Asset Sales required by any Governmental Authority or (iib) Asset Sales (excluding any sale Asset Sales made in connection with the management of Receivables and Related AssetsInvestments in the ordinary course of business), the Net Cash Proceeds proceeds of which, when aggregated with the Net Cash Proceeds proceeds of all other Asset Sales made within the same fiscal year Fiscal Year, do not exceed an amount equal to ten percent (10%) of the Borrower in reliance on this clause (c), are less than $100,000,000 Consolidated Tangible Assets; provided, that that, (1i) in the case of an Asset Sale not required by any Governmental Authority, the consideration received for such assets shall be in an amount at least equal to the fair market value thereofthereof (determined in good faith by the board of directors or managers (or equivalent governing body) of the applicable Credit Party), (2ii) in the case of an Asset Sale not required by any Governmental Authority, no less than 75% thereof seventy-five percent (75.0%) of such proceeds shall be paid in cash or Permitted Investmentscash, and (3iii) the Net Cash Proceeds received from Asset Sales shall be applied assuch transaction does not involve a sale or other disposition of receivables, andother than receivables owned by, if or attributable to, other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.7; (c) Investments made in accordance with Section 8.5; and to the extent, required by Section 2.10(b); (d) disposals sales of obsolete, worn out or surplus property, payments under Indebtedness permitted any assets made by Section 6.01 any Regulated Subsidiary in the ordinary course of business; and any Restricted Payment permitted by Section 6.06; (e) any Investment or acquisition permitted the sale of the real and personal property owned by Section 6.04 the Borrower located at 00000 X. Xxxxx Xxxxxxx 00, Xxxxxxxx Xxx, Xxxxx 00000, for an aggregate consideration not to exceed Four Million Dollars ($4,000,000) pursuant to the terms of that certain Farm and any Indebtedness permitted by Section 6.01; (f) Ranch Contract dated as of February 12, 2021 between the Borrower and its Subsidiaries may liquidate or sell Permitted Investments; (g) any sale or disposition deemed the Buyer, as amended by that certain Seller Financing Addendum to occur in connection with (i) creating or granting any Lien permitted pursuant to Section 6.02 or (ii) enforcing any such Lien by Contract Concerning the sale or disposition Property at 00000 X. Xxxxx Xxxxxxx 00, Xxxxxxxx Xxx, Xxxxx 00000 dated as of the assets pledged under such LienApril 30, to the extent such assets have a fair market value not in excess of the Indebtedness secured by such Lien; and (h) 2021, between the Borrower or any of its Subsidiaries and the Buyer, and as may dispose of machinery or equipment for not less than fair market value which will be replaced or upgraded with machinery or equipment put further amended from time to a similar use and owned by such Persontime; provided that any amendment with respect to the total consideration paid or property being sold shall require the prior written consent of the Lender (such replacement consent not to be unreasonably withheld or upgraded machinery and equipment is acquired within 120 days after such disposition.delayed) (the “Specified Disposition”)..

Fundamental Changes; Asset Sales. The Borrower will Company shall not, nor will it and shall not permit any of its Subsidiaries to, consummate enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets property or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangibleassets, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) the business, property or fixed assets of, or Equity Interests or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) any Subsidiary of the Company may be merged with or into the Borrower Company or another wholly-owned Subsidiaryany other Subsidiary of the Company, or and any Subsidiary of the Company may be liquidated, wound up or dissolved, or all or any part of its business, property or assets (including capital stock of any Subsidiary of the Company) may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower Company or another wholly-owned Subsidiaryany other Subsidiary of the Company; provided, provided that in the case of any such merger with involving the BorrowerCompany, the Borrower will Company shall be the continuing or surviving Personcorporation; (ib) sales, leases, subleases the Company or the transfer of Receivables and Related Assets (any Subsidiary may merge or interests therein) pursuant to the Securitization or (ii) other dispositions of assets consolidate with any Person in connection with a Permitted Acquisition; provided that do not constitute Asset Sales; (i) Asset Sales required by any Governmental Authority or (ii) Asset Sales (excluding any sale of Receivables and Related Assets), the Net Cash Proceeds of which, when aggregated with the Net Cash Proceeds of all other Asset Sales made within the same fiscal year of the Borrower in reliance on this clause (c), are less than $100,000,000 provided, that (1) in the case of an Asset Sale not required by any Governmental Authoritysuch merger involving the Company, the consideration received for such assets Company shall be in an amount at least equal to the fair market value thereof, (2) in the case of an Asset Sale not required by any Governmental Authority, no less than 75% thereof shall be paid in cash continuing or Permitted Investments, and (3) the Net Cash Proceeds received from Asset Sales shall be applied as, and, if and to the extent, required by Section 2.10(b)surviving corporation; (dc) disposals the Company and its Subsidiaries may dispose of obsolete, worn out or surplus property, payments under Indebtedness permitted by Section 6.01 property in the ordinary course of business and any Restricted Payment permitted by Section 6.06sell or discount without recourse accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (d) the Company and its Subsidiaries may sell or otherwise dispose of other assets in transactions that do not constitute Asset Sales; and (e) any Investment or acquisition permitted by Section 6.04 and any Indebtedness permitted by Section 6.01; (f) the Borrower Company and its Subsidiaries may liquidate or sell Permitted Investments; (g) any sale or disposition deemed to occur in connection with (i) creating or granting any Lien permitted pursuant to Section 6.02 or (ii) enforcing any such Lien by the sale or disposition of the assets pledged under such Lien, to the extent such assets have a fair market value not in excess of the Indebtedness secured by such Lien; and (h) the Borrower or any of its Subsidiaries may dispose of machinery or equipment for not less than fair market value which will be replaced or upgraded with machinery or equipment put to a similar use and owned by such Personmake Asset Sales; provided that such replacement the Loan Parties shall not be permitted to sell all or upgraded machinery and equipment is acquired within 120 days after such dispositionsubstantially all of their assets taken as a whole.

Fundamental Changes; Asset Sales. The Borrower will notNo Credit Party shall, nor will shall it permit any of its Subsidiaries to, consummate enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor)license, transfer exchange, transfer, divide or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) the business, property or fixed assets of, or Equity Interests or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Personlicensed, except: (a) any Subsidiary of the Borrower may be merged with or into the Borrower or another wholly-owned Subsidiaryany Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred transferred, divided or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or another wholly-owned Subsidiaryany Guarantor; provided, provided that in the case of any merger with the Borrowersuch a merger, the Borrower will or such Guarantor, as applicable shall be the continuing or surviving Person; (ib) sales, leases, subleases sales or the transfer of Receivables and Related Assets (or interests therein) pursuant to the Securitization or (ii) other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales required by any Governmental Authority or (ii) Asset Sales (excluding any sale of Receivables and Related Assets)Sales, the Net proceeds of which (valued at fair market value in the case of non-Cash Proceeds of which, when aggregated with the Net Cash Proceeds of all other Asset Sales made within the same fiscal year of the Borrower in reliance on this clause (c), proceeds) are less than $100,000,000 provided, 20.0 million in the aggregate for all Asset Sales in any Fiscal Year; provided that (1i) in the case of an Asset Sale not required by any Governmental Authority, the consideration received for such assets shall be in an amount at least equal to the fair market value thereofFair Market Value thereof (determined in good faith by the Board of Directors of the Borrower), (2ii) in the case of an Asset Sale not required by any Governmental Authority, no less than 75% thereof shall be paid in cash or Permitted InvestmentsCash and Cash Equivalents (excluding any consideration arising from the assumption of liabilities other than Indebtedness), and (3iii) the Net Cash Asset Sale Proceeds received from Asset Sales thereof shall be applied assubject to Section 2.10(a); provided, andfurther, if that, solely for purposes of clause (ii) above, Designated Non-cash Consideration received by the Borrower or such Subsidiary in such Asset Sale with an aggregate fair market value of all such Designated Non-cash Consideration received and not disposed of (and without giving effect to any subsequent change in value thereof) during the extent, required by Section 2.10(b)term of this Agreement not exceeding $10.0 million shall be deemed to be cash; (d) disposals of used, obsolete, worn out or surplus propertyproperty and the abandonment or other disposition of Intellectual Property that is, payments under Indebtedness permitted by Section 6.01 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 any Restricted Payment permitted by Section 6.06its Subsidiaries taken as a whole; (e) any Investment leases or acquisition permitted by Section 6.04 subleases of real or personal property in the ordinary course of business and any Indebtedness permitted by Section 6.01in accordance with the applicable Security Documents; (f) the Borrower and its Subsidiaries may liquidate or sell Permitted Investmentsdisposition of property that constitutes a Casualty Event; (g) any sale or disposition deemed to occur the Spin-Off; provided that (i) the Spin-Off Transaction Conditions are met and (ii) if in connection with the Spin-Off, the Borrower and its Subsidiaries make Asset Sales permitted under Section 6.6(i), the Spin-Off and such Asset Sales shall occur and be completed on a substantially contemporaneous basis and, after giving effect thereto, substantially all of the Spinco Business shall no longer be part of the Borrower and its Subsidiaries; (h) Investments permitted by Section 6.4; (i) creating one or granting any Lien permitted more Asset Sales consisting of assets and property of the Spinco Business to un-Affiliated third parties; provided that (i) immediately after giving effect to such Asset Sale, the Remainco Total Leverage Ratio shall not exceed 4.50:1.00 for the most recently ended Test Period, (ii) immediately before and after giving effect to such Asset Sale, no Default or Event of Default has occurred and is continuing or would result therefrom, (iii) all Asset Sales made pursuant to this Section 6.6(i) shall be completed on a substantially contemporaneously basis and, after giving effect thereto, substantially all of the Spinco Business shall no longer be part of the Borrower and its Subsidiaries, (iv) if in connection with such Asset Sales, the Borrower and its Subsidiaries consummates a Spin-Off pursuant to Section 6.02 6.6(g), such Asset Sales and the Spin-Off shall occur and be completed on a substantially contemporaneous basis and, after giving effect thereto, substantially all of the Spinco Business shall no longer be part of the Borrower and its Subsidiaries, (v) no assets of the Borrower or its Subsidiaries that are material to the Intellectual Property licensing business of Remainco and its Subsidiaries shall be disposed of pursuant to this Section 6.6(i), (vi) the terms of such Asset Sales are not, taken as a whole, less advantageous to the Borrower and its Subsidiaries or more adverse to the interests of the Lenders, in each case, in any material respect than the terms set forth in the Spin-Off Term Sheets, (vii) the terms of any Intellectual Property licenses granted to the purchaser by the Borrower or its Subsidiaries are not, taken as a whole, less advantageous to the Borrower and its Subsidiaries or more adverse to the interests of the Lenders, in each case, in any material respect than the terms set forth in the Spin-Off Term Sheets, and (viii) the Administrative Agent shall have received drafts of the purchase agreement (including the exhibits, schedules and supplements thereto) and any other material documents relating to such Asset Sales as reasonably requested by the Administrative Agent at least five (5) Business Days prior to the proposed consummation date of such Asset Sales to the extent requested by the Administrative Agent and to the extent there have been material changes to such documents and then available, substantially final drafts of such documents at least at least three (3) Business Days prior to the proposed consummation date of such Asset Sales; (j) the disposition of Patents pursuant to the Pick Rights; (k) any exclusive license to, or an assignment of, the right to commercialize Intellectual Property (including the rights to make, have made, use, sell, offer for sale and import Intellectual Property and any associated goodwill) that would not reasonably be expected to have a material adverse effect on the Intellectual Property licensing business of the Borrower and its Subsidiaries; (l) Permitted Liens; (m) dispositions consisting of the sale, transfer, assignment or other disposition of accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (n) the surrender, waiver or settlement of contractual rights or claims and litigation claims in the ordinary course of business; (o) the sale of Equity Interests in a joint venture pursuant to drag along and similar rights or obligations under agreements relating to such joint venture; (p) (i) Asset Sales to any Credit Party, (ii) Asset Sales by any Subsidiary that is not a Credit Party to any other Subsidiary that is not a Credit Party and (iii) Asset Sales to any Subsidiary that is not a Credit Party in an aggregate amount not to exceed $10.0 million in the aggregate; (q) Asset Sales by a Credit Party to a non-Credit Party Subsidiary of inventory and equipment (and for the avoidance of doubt, not any Patents) in the ordinary course of business and consistent with past practice; (r) Asset Sales (other than Patents) to the extent that (i) the property disposed of is exchanged for credit against the purchase price of similar replacement property or (ii) enforcing any the proceeds of such Lien by Asset Sale are reasonably promptly applied to the sale purchase price of such replacement property; (s) as long as (i) after giving effect to such Asset Sales or disposition other dispositions, the Remainco Total Leverage Ratio does not exceed 4.50:1.00 for the most recently ended Test Period, (ii) immediately before and after giving effect to such Asset Sales or other dispositions, no Default or Event of Default has occurred and is continuing or would result therefrom, (iii) no Cash or Cash Equivalents or assets of the Borrower or its Subsidiaries that are material to the Intellectual Property licensing business are transferred from Credit Parties to Subsidiaries that are not Credit Parties pursuant to this Section 6.6(s) unless either (A) such transfer is permitted by another provision of this Section 6.6 (in which case such transfer shall be deemed to be a usage of such provision) or (B) such Cash, Cash Equivalents or assets pledged under (other than assets of Spinco and its Subsidiaries) are transferred on a temporary basis and are held by Credit Parties upon consummation of the Spin-off and (iv) immediately after giving effect to such LienAsset Sales or other dispositions, no assets of the Borrower or its Subsidiaries that are material to the Intellectual Property licensing business shall have been transferred to or held by Spinco and its Subsidiaries, Asset Sales and other distributions prior to the consummation of the Spin-Off to contribute, distribute or otherwise transfer (in one or more transactions) any assets of the Borrower or its Subsidiaries to or among the Borrower and its Subsidiaries, including any new Subsidiaries created in contemplation of the Spin-Off, in contemplation of, and to the extent such assets have a fair market value not determined by the Borrower in excess good faith as reasonably necessary or appropriate to consummate, the separation of the Indebtedness secured Spinco Business to Spinco and its Subsidiaries and the Remainco Business to Remainco and its Subsidiaries in accordance with the Spin-Off Term Sheets; provided that in the event the Spin-Off is not consummated by September 30, 2020 (the “Specified Outside Date”), any assets or property (including, for the avoidance of doubt, Cash and Cash Equivalents) transferred by a Credit Party to a Subsidiary of the Borrower that is not a Guarantor pursuant this Section 6.6(s) shall either be returned to a Credit Party or the transferee Subsidiary shall become a Credit Party, in either case, by the Specified Outside Date unless the assets or property so transferred are permitted to be transferred under Section 6.4(e) or Section 6.6(p)(iii) (with such Lientransfer being deemed an Investment for purposes of such determination); (t) a Permitted Holdco Transaction; (u) mergers or consolidations in connection with Permitted Acquisitions, other than mergers or consolidations involving the Borrower where the Borrower is not the surviving person; and (hv) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that (x) such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (y) if such Subsidiary is a Guarantor, all remaining assets of such Guarantor are transferred to the Borrower or any another Guarantor or disposed of its Subsidiaries may dispose of machinery or equipment for not less than fair market value which will be replaced or upgraded in compliance with machinery or equipment put to a similar use and owned by such Person; provided that such replacement or upgraded machinery and equipment is acquired within 120 days after such disposition.this Section 6.6;

Fundamental Changes; Asset Sales. The Borrower will Company shall not, nor will it and shall not permit any of its Subsidiaries to, consummate enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets property or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangibleassets, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) the business, property or fixed assets of, or Equity Interests or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) any Subsidiary of the Company may be merged with or into the Borrower Company or another wholly-owned Subsidiaryany other Subsidiary of the Company, or and any Subsidiary of the Company may be liquidated, wound up or dissolved, or all or any part of its business, property or assets (including capital stock of any Subsidiary of the Company) may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower Company or another wholly-owned Subsidiaryany other Subsidiary of the Company; provided, provided that in the case of any such merger with involving the BorrowerCompany, the Borrower will Company shall be the continuing or surviving Personcorporation; (ib) salesthe Company or any Subsidiary may merge or consolidate with any Person in connection with a Permitted Acquisition; provided that in the case of any such merger involving the Company, leasesthe Company shall be the continuing or surviving corporation; (c) the Company and its Subsidiaries may dispose of obsolete, subleases worn out or surplus property in the transfer ordinary course of Receivables business and Related Assets sell or discount without recourse accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (d) the Company and its Subsidiaries may sell or interests therein) pursuant to the Securitization or (ii) otherwise dispose of other dispositions of assets in transactions that do not constitute Asset Sales;; and (ie) the Company and its Subsidiaries may make Asset Sales required by any Governmental Authority or (ii) Asset Sales (excluding any sale of Receivables and Related Assets), assets having a fair value not in excess of $300,000,000 during the Net Cash Proceeds term of which, when aggregated with the Net Cash Proceeds of all other Asset Sales made within the same fiscal year of the Borrower in reliance on this clause (c), are less than $100,000,000 provided, Agreement; provided that (1) in the case of an Asset Sale not required by any Governmental Authority, the consideration received for in each such assets Asset Sale shall be in an amount at least equal to the fair market value thereof, (2) in the case of an Asset Sale not required by any Governmental Authority, no less than 75% thereof shall be paid in cash or Permitted Investments, and (3) the Net Cash Proceeds received from Asset Sales shall be applied as, and, if and to the extent, required by Section 2.10(b); (d) disposals of obsolete, worn out or surplus property, payments under Indebtedness permitted by Section 6.01 and any Restricted Payment permitted by Section 6.06; (e) any Investment or acquisition permitted by Section 6.04 and any Indebtedness permitted by Section 6.01; (f) the Borrower and its Subsidiaries may liquidate or sell Permitted Investments; (g) any sale or disposition deemed to occur in connection with (i) creating or granting any Lien permitted pursuant to Section 6.02 or (ii) enforcing any such Lien by the sale or disposition of the assets pledged under such Lien, to the extent such assets have a fair market value not in excess of the Indebtedness secured by such Lien; and (h) the Borrower or any of its Subsidiaries may dispose of machinery or equipment for not less than fair market value which will be replaced or upgraded with machinery or equipment put to a similar use and owned by such Person; provided that such replacement or upgraded machinery and equipment is acquired within 120 days after such dispositionbeing sold.

Fundamental Changes; Asset Sales. The Borrower will not, nor will it permit any of its Subsidiaries to, consummate any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) the business, property or fixed assets of, or Equity Interests or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) any Subsidiary may be merged with or into the Borrower or another wholly-owned Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or another wholly-owned Subsidiary; provided, in the case of any merger with the Borrower, the Borrower will be the continuing or surviving Person; (b) (i) sales, leases, subleases or the transfer of Receivables and Related Assets (or interests therein) pursuant to the Securitization or (ii) other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales required by any Governmental Authority or (ii) Asset Sales (excluding any sale of Receivables and Related Assets), the Net Cash Proceeds of which, when aggregated with the Net Cash Proceeds of all other Asset Sales made within the same fiscal year of the Borrower in reliance on this clause (c), are less than $100,000,000 provided, that (1) in the case of an Asset Sale not required by any Governmental Authority, the consideration received for such assets shall be in an amount at least equal to the fair market value thereof, (2) in the case of an Asset Sale not required by any Governmental Authority, no less than 75% thereof shall be paid in cash or Permitted Investments, and (3) the Net Cash Proceeds received from Asset Sales shall be applied as, and, if and to the extent, required by Section 2.10(b); (d) disposals of obsolete, worn out or surplus property, payments under Indebtedness permitted by Section 6.01 and any Restricted Payment permitted by Section 6.06; (e) any Investment or acquisition permitted by Section 6.04 and any Indebtedness permitted by Section 6.01; (f) the Borrower and its Subsidiaries may liquidate or sell Permitted Investments; (g) any sale or disposition deemed to occur in connection with (i) creating or granting any Lien permitted pursuant to Section 6.02 or (ii) enforcing any such Lien by the sale or disposition of the assets pledged under such Lien, to the extent such assets have a fair market value not in excess of the Indebtedness secured by such Lien; and (h) the Borrower or any of its Subsidiaries may dispose of machinery or equipment for not less than fair market value which will be replaced or upgraded with machinery or equipment put to a similar use and owned by such Person; provided that such replacement or upgraded machinery and equipment is acquired within 120 days after such disposition.

Fundamental Changes; Asset Sales. The Borrower will notNo Credit Party shall, nor will shall it permit any of its Subsidiaries to, consummate enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor)license, transfer exchange, transfer, divide or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) the business, property or fixed assets of, or Equity Interests or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Personlicensed, except: (a) any Subsidiary of the Borrower may be merged with or into the Borrower or another wholly-owned Subsidiaryany Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred transferred, divided or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or another wholly-owned Subsidiaryany Guarantor; provided, provided that (i) in the case of any merger with the Borrowersuch a merger, the Borrower will or such Guarantor, as applicable shall be the continuing or surviving PersonPerson and (ii) the Borrowing Base Credit Parties may not be merged with or into any other Person and may not be liquidated, wound up or dissolved; (ib) sales, leases, subleases sales or the transfer of Receivables and Related Assets (or interests therein) pursuant to the Securitization or (ii) other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales required by any Governmental Authority or (iic) Asset Sales (excluding any sale other than Asset Sales of Receivables and Related AssetsEligible Accounts of the Borrowing Base Credit Parties), the Net proceeds of which (valued at fair market value in the case of non-Cash Proceeds of which, when aggregated with the Net Cash Proceeds of all other Asset Sales made within the same fiscal year of the Borrower in reliance on this clause (c), proceeds) are less than $100,000,000 provided, 20.0 million in the aggregate for all Asset Sales in any Fiscal Year; provided that (1i) in the case of an Asset Sale not required by any Governmental Authority, the consideration received for such assets shall be in an amount at least equal to the fair market value thereof, Fair Market Value thereof (2determined in good faith by the Board of Directors of the Borrower) in the case of an Asset Sale not required by any Governmental Authority, and (ii) no less than 75% thereof shall be paid in Cash and Cash Equivalents (excluding any consideration arising from the assumption of liabilities other than Indebtedness); provided, further, that, solely for purposes of clause (ii) above, Designated Non-cash Consideration received by the Borrower or Permitted Investments, such Subsidiary in such Asset Sale with an aggregate fair market value of all such Designated Non-cash Consideration received and not disposed of (3and without giving effect to any subsequent change in value thereof) during the Net Cash Proceeds received from Asset Sales term of this Agreement not exceeding $10.0 million shall be applied as, and, if and deemed to the extent, required by Section 2.10(b)be cash; (d) disposals of used, obsolete, worn out or surplus propertyproperty and the abandonment or other disposition of Intellectual Property that is, payments under Indebtedness permitted by Section 6.01 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 any Restricted Payment permitted by Section 6.06its Subsidiaries taken as a whole; (e) any Investment leases or acquisition permitted by Section 6.04 subleases of real or personal property in the ordinary course of business and any Indebtedness permitted by Section 6.01in accordance with the applicable Security Documents; (f) the Borrower and its Subsidiaries may liquidate or sell Permitted Investmentsdisposition of property that constitutes a Casualty Event; (g) any sale or disposition deemed to occur the Spin-Off; provided that (i) the Spin-Off Transaction Conditions are met and (ii) if in connection with the Spin-Off, the Borrower and its Subsidiaries make Asset Sales permitted under Section 6.6(i), the Spin-Off and such Asset Sales shall occur and be completed on a substantially contemporaneous basis and, after giving effect thereto, substantially all of the Spinco Business shall no longer be part of the Borrower and its Subsidiaries; (h) Investments permitted by Section 6.4; (i) creating one or granting any Lien permitted more Asset Sales consisting of assets and property of the Spinco Business to un-Affiliated third parties; provided that (i) immediately after giving effect to such Asset Sale, the Remainco Total Leverage Ratio shall not exceed 4.50:1.00 for the most recently ended Test Period, (ii) immediately before and after giving effect to such Asset Sale, no Default or Event of Default has occurred and is continuing or would result therefrom, (iii) all Asset Sales made pursuant to this Section 6.6(i) shall be completed on a substantially contemporaneously basis and, after giving effect thereto, substantially all of the Spinco Business shall no longer be part of the Borrower and its Subsidiaries, (iv) if in connection with such Asset Sales, the Borrower and its Subsidiaries consummates a Spin-Off pursuant to Section 6.02 6.6(g), such Asset Sales and the Spin-Off shall occur and be completed on a substantially contemporaneous basis and, after giving effect thereto, substantially all of the Spinco Business shall no longer be part of the Borrower and its Subsidiaries, (v) no assets of the Borrower or its Subsidiaries that are material to the Intellectual Property licensing business of Remainco and its Subsidiaries shall be disposed of pursuant to this Section 6.6(i), (vi) the terms of such Asset Sales are not, taken as a whole, less advantageous to the Borrower and its Subsidiaries or more adverse to the interests of the Lenders, in each case, in any material respect than the terms set forth in the Spin-Off Term Sheets, (vii) the terms of any Intellectual Property licenses granted to the purchaser by the Borrower or its Subsidiaries are not, taken as a whole, less advantageous to the Borrower and its Subsidiaries or more adverse to the interests of the Lenders, in each case, in any material respect than the terms set forth in the Spin-Off Term Sheets, and (viii) the Administrative Agent shall have received drafts of the purchase agreement (including the exhibits, schedules and supplements thereto) and any other material documents relating to such Asset Sales as reasonably requested by the Administrative Agent at least five (5) Business Days prior to the proposed consummation date of such Asset Sales to the extent requested by the Administrative Agent and to the extent there have been material changes to such documents and then available, substantially final drafts of such documents at least at least three (3) Business Days prior to the proposed consummation date of such Asset Sales; (j) the disposition of Patents pursuant to the Pick Rights; (k) any exclusive license to, or an assignment of, the right to commercialize Intellectual Property (including the rights to make, have made, use, sell, offer for sale and import Intellectual Property and any associated goodwill) that would not reasonably be expected to have a material adverse effect on the Intellectual Property licensing business of the Borrower and its Subsidiaries; (l) Permitted Liens; (m) dispositions consisting of the sale, transfer, assignment or other disposition of accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (n) the surrender, waiver or settlement of contractual rights or claims and litigation claims in the ordinary course of business; (o) the sale of Equity Interests in a joint venture pursuant to drag along and similar rights or obligations under agreements relating to such joint venture; (p) (i) Asset Sales to any Credit Party, (ii) Asset Sales by any Subsidiary that is not a Credit Party to any other Subsidiary that is not a Credit Party and (iii) Asset Sales to any Subsidiary that is not a Credit Party in an aggregate amount to exceed $10.0 million in the aggregate; (q) Asset Sales by a Credit Party to a non-Credit Party Subsidiary of inventory and equipment (and for the avoidance of doubt, not any Patents) in the ordinary course of business and consistent with past practice; (r) Asset Sales (other than Asset Sales of Patents or ABL Priority Collateral) to the extent that (i) the property disposed of is exchanged for credit against the purchase price of similar replacement property or (ii) enforcing any the proceeds of such Lien by Asset Sale are reasonably promptly applied to the sale purchase price of such replacement property; (s) as long as (i) after giving effect to such Asset Sales or disposition other dispositions, the Remainco Total Leverage Ratio does not exceed 4.50:1.00 for the most recently ended Test Period, (ii) immediately before and after giving effect to such Asset Sales or other dispositions, no Default or Event of Default has occurred and is continuing or would result therefrom, (iii) no Cash or Cash Equivalents or assets of the Borrower or its Subsidiaries that are material to the Intellectual Property licensing business are transferred from Credit Parties to Subsidiaries that are not Credit Parties pursuant to this Section 6.6(s) unless either (A) such transfer is permitted by another provision of this Section 6.6 (in which case such transfer shall be deemed to be a usage of such provision) or (B) such Cash, Cash Equivalents or assets pledged under (other than assets of Spinco and its Subsidiaries) are transferred on a temporary basis and are held by Credit Parties upon consummation of the Spin-off, and (iv) immediately after giving effect to such LienAsset Sales or other dispositions, no assets of the Borrower or its Subsidiaries that are material to the Intellectual Property licensing business shall have been transferred to or held by Spinco and its Subsidiaries, Asset Sales and other distributions prior to the consummation of the Spin-Off to contribute, distribute or otherwise transfer (in one or more transactions) any assets of the Borrower or its Subsidiaries to or among the Borrower and its Subsidiaries, including any new Subsidiaries created in contemplation of the Spin-Off, in contemplation of, and to the extent such assets have a fair market value not determined by the Borrower in excess good faith as reasonably necessary or appropriate to consummate, the separation of the Indebtedness secured Spinco Business to Spinco and its Subsidiaries and the Remainco Business to Remainco and its Subsidiaries in accordance with the Spin-Off Term Sheets; provided that in the event the Spin-Off is not consummated by September 30, 2020 (the “Specified Outside Date”), any assets or property (including, for the avoidance of doubt, Cash and Cash Equivalents) transferred by a Credit Party to a Subsidiary of the Borrower that is not a Guarantor pursuant this Section 6.6(s) shall either be returned to a Credit Party or the transferee Subsidiary shall become a Credit Party, in either case, by the Specified Outside Date unless the assets or property so transferred are permitted to be transferred under Section 6.4(e) or Section 6.6(p)(iii) (with such Lientransfer being deemed an Investment for purposes of such determination); (t) a Permitted Holdco Transaction; (u) mergers or consolidations in connection with Permitted Acquisitions, other than (i) mergers or consolidations involving the Borrower where the Borrower is not the surviving person or (ii) mergers or consolidations involving any Borrowing Base Credit Party where such Borrowing Base Credit Party is not the surviving person; and (hv) any Subsidiary (other than any Borrowing Base Credit Party) may dissolve, liquidate or wind up its affairs at any time; provided that (x) such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (y) if such Subsidiary is a Guarantor, all remaining assets of such Guarantor are transferred to the Borrower or any another Guarantor or disposed of its Subsidiaries may dispose of machinery or equipment for not less than fair market value which will be replaced or upgraded in compliance with machinery or equipment put to a similar use and owned by such Person; provided that such replacement or upgraded machinery and equipment is acquired within 120 days after such disposition.this Section 6.6;