Common use of Fundamental Changes; Asset Sales Clause in Contracts

Fundamental Changes; Asset Sales. (a) The Credit Parties shall not, and shall not permit any of their Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Credit Parties shall not, and shall not permit any of their Subsidiaries to, acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition of, any Person except for purchases of property in the ordinary course of business, Investments permitted under Section 7.5, Capital Expenditures permitted under Section 7.10(d) and Permitted Acquisitions. The Credit Parties shall not, and shall not permit any of their Subsidiaries to, form or acquire any Subsidiary without the express prior written consent of the Required Lenders; provided that (i) the Credit Parties may form any Domestic Subsidiary for the purpose of effecting a Permitted Acquisition so long as the Credit Parties comply with Section 6.10 and (ii) the Credit Parties may form a Subsidiary organized under the laws of one of the provinces of Canada (other than Quebec) so long as the Credit Parties comply with Section 6.10. (b) The Credit Parties shall not, and shall not permit any of their Subsidiaries to, convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of their business or property, whether now owned or hereafter acquired (including receivables, Patents, Trademarks, Copyrights and leasehold interests but excluding (x) obsolete or worn-out tangible property (including leasehold interests other than Material Leasehold Property), or tools, equipment or other tangible property (other than any Material Leasehold Property or Material Owned Property) no longer used or useful in their business and (y) any inventory or other property (other than receivables) sold or disposed of in the ordinary course of business and on ordinary business terms), provided that the Credit Parties may sublease real property to the extent such sublease would not interfere with the operation of the business of the Credit Parties. The Credit Parties shall not, and shall not permit any of their Subsidiaries to, offer to issue or issue any capital stock or other equity interests, provided that Holdings may issue Qualified Equity Interests so long as (A) the proceeds thereof are applied to prepay the Loans to the extent required by Section 2.5(b)(i) and (B) no Change of Control results therefrom. (c) Notwithstanding the foregoing provisions of this Section 7.4: (i) any Domestic Credit Party (other than Holdings and Sundance) may be merged or combined with or into any other Domestic Credit Party (other than Holdings and Sundance), provided that if such merger involves the Borrower, (x) the Borrower shall be the surviving entity and (y) no Change of Control shall occur; (ii) any Domestic Credit Party (other than Sundance) which is a Subsidiary of the Borrower may sell, lease transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to the Borrower or any other Domestic Credit Party (other than Sundance) which is a Subsidiary of the Borrower; (iii) the Credit Parties may consummate the Sundance Sale; and (iv) the Credit Parties may consummate other Dispositions not otherwise permitted by clauses (i) through (iii) of this Section 7.4(c), provided that the aggregate fair market value of all such assets sold or otherwise disposed of during the term of this Agreement does not exceed $500,000.

Fundamental Changes; Asset Sales. (a) The No Credit Parties shall not, and shall not permit any of their Subsidiaries to, Party will enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The No Credit Parties shall not, and shall not permit Party will effect any of their Subsidiaries to, Disposition or Relocation or acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition (including any Acquisition) of, any Person except for purchases by any Credit Party of property to be used in the ordinary course of business, Investments permitted under Section 7.5hereunder, Capital Expenditures permitted under Section 7.10(d) and Permitted Acquisitions. The Credit Parties shall nothereunder, and shall not permit any of their Subsidiaries to, form or acquire any Subsidiary without Acquisitions permitted hereunder (including the express prior written consent of El Dorado Acquisitions and the Required Lenders; provided that (i) the Guajillo Acquisitions). No Credit Parties may form any Domestic Subsidiary for the purpose of effecting a Permitted Acquisition so long as the Credit Parties comply with Section 6.10 and (ii) the Credit Parties may form a Subsidiary organized under the laws of one of the provinces of Canada (other than Quebec) so long as the Credit Parties comply with Section 6.10. (b) The Credit Parties shall not, and shall not permit any of their Subsidiaries to, Party will convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of their its business or property, whether now owned or hereafter acquired (including receivables, Patents, Trademarks, Copyrights receivables and leasehold interests interests, but excluding (x) obsolete or worn-out tangible property (including leasehold interests other than Material Leasehold Propertyinterests), tools or tools, equipment or other tangible property (other than any Material Leasehold Property or Material Owned Property) no longer used or useful in their business its business, and (y) any inventory or other property (other than receivables) sold or disposed of in the ordinary course of business and on ordinary business terms), ; provided that the a Credit Parties Party may (1) lease or sublease real property to the extent such lease or sublease would not materially interfere with the operation of the business businesses of the Credit PartiesParties and (2) enter into any sale, lease, transfer or other disposition described clauses (a) through (f) of the definition of Disposition. The Credit Parties shall notLenders and the Administrative Agent (as the case may be) at the Borrower's expense hereby agree to complete, execute and shall not permit any of their Subsidiaries to, offer to issue or issue any capital stock or other equity interests, provided that Holdings may issue Qualified Equity Interests so long as (A) the proceeds thereof are applied to prepay the Loans deliver to the extent Borrower, upon reasonable prior written notice to the Administrative Agent and upon provision by the Borrower of a draft of such instrument, any release or termination of security interest required by Section 2.5(b)(i) to permit the applicable Credit Party conveying, selling, leasing, transferring or otherwise disposing of any part of its property pursuant to and (B) no Change in accordance with the preceding sentence to convey, sell, lease, transfer or otherwise dispose of Control results therefrom. (c) such property free and clear of any Lien under the Collateral Documents. Notwithstanding the foregoing provisions of this Section 7.4: (ia) any Domestic Credit Party (other than Holdings and Sundancethe Borrower or any License Subsidiary) may be merged or combined consolidated with or into the Borrower or any other Domestic Credit Party, and any Subsidiary that is not a Credit Party may be merged into any Credit Party (with the Credit Party as the surviving entity); provided that if any such transaction shall be between a Subsidiary and the Borrower or a Wholly Owned Subsidiary, the Borrower or such Wholly Owned Subsidiary, as applicable, shall be the continuing or surviving corporation; (b) any Credit Party (other than Holdings and Sundance), provided that if such merger involves the Borrower, (x) the Borrower shall be the surviving entity and (yor any License Subsidiary) no Change of Control shall occur; (ii) any Domestic Credit Party (other than Sundance) which is a Subsidiary of the Borrower may sell, lease lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party; (c) the capital stock of, or other equity interests in, any Credit Party may be sold, transferred or otherwise disposed of to the Borrower or any other Domestic Credit Party Party; (other than Sundanced) which is a Subsidiary the Borrower may enter into Acquisitions to acquire all or substantially all of the Borrowerassets or any division, business or broadcast station or capital stock of, or other equity interests in (including acquisitions by merger and each of the El Dorado Acquisitions and the Guajillo Acquisitions, to the extent such Acquisition is not consummated on the Closing Date), any Person only located in and organized under the laws of the United States or any state thereof (collectively, "Permitted Acquisitions"), subject to satisfaction of the following conditions: (i) the aggregate consideration paid or exchanged by the Borrower in connection with any such acquisition shall not exceed $50,000,000; (ii) both (A) immediately prior to the proposed Acquisition and (B) immediately following the proposed Acquisition after giving effect to such Acquisition on a pro forma basis incorporating such pro forma assumptions as are satisfactory to the Administrative Agent in its reasonable discretion, the Credit Parties shall be in compliance with the covenants set forth in Section 7.10; (iii) the Credit Parties may consummate business so acquired shall be in the Sundance Sale; andPermitted Lines of Business and shall be located in the United States; (iv) the Credit Parties may consummate other Dispositions assets so acquired shall be transferred free and clear of any Liens (except to the extent permitted by Section 7.2), and no Indebtedness shall be incurred, guaranteed, assumed or consolidated in connection with such Acquisition (except to the extent permitted by Section 7.1); (v) the Administrative Agent shall have received Lien searches reasonably satisfactory to the Administrative Agent with respect to the assets of, and equity interests in, any business being acquired; (vi) the Administrative Agent shall have received a First Priority perfected security interest in substantially all of the assets being acquired in such Acquisition (including the assets of any entity acquired) but excluding real property not otherwise permitted by clauses required under Section 6.13 and all filings, recordings and other actions with respect thereto shall be reasonably satisfactory in form and substance to the Administrative Agent; provided, however, that the security interest or mortgage as to any real property asset which is required to be obtained hereunder shall be perfected within a reasonable time after the consummation of such Acquisition; (vii) if requested, the Administrative Agent shall have received an opinion of counsel in each applicable jurisdiction reasonably satisfactory to it to the effect that the Administrative Agent has been granted a perfected security interest in such assets and as to such other matters as the Administrative Agent may reasonably require; (viii) in connection with such proposed Acquisition, the Borrower shall deliver to the Administrative Agent (i) through a copy of the purchase agreement pursuant to which such Acquisition will be consummated, (ii) unless waived by the Administrative Agent in its reasonable discretion, a consent to the assignment of such purchase agreement to the Administrative Agent for collateral purposes, which consent shall be in form and substance satisfactory to the Administrative Agent; (iii) a copy of each material services agreement, consulting agreement, lease, credit or financing agreement or other material agreement relating to such Acquisition to be in effect after the consummation of such Acquisition, (iv) unless waived by the Administrative Agent in its reasonable discretion, an opinion of counsel to the sellers addressed to the Administrative Agent and the Lenders or permitting them to rely thereon and (v) such other information or reports as the Administrative Agent may reasonably request with respect to such Acquisition; (ix) to the extent any representation or warranty herein makes reference to one or more of the Schedules to this Agreement, the Credit Parties shall make revisions to such Schedules, in each case as of the date of the consummation of such Acquisition and notwithstanding that such representation or warranty may expressly state that it is 100 made as of an earlier date, reasonably acceptable to the Administrative Agent, solely to take into account the consummation of such Acquisition; (x) the Credit Parties shall have obtained all material permits, licenses, authorizations or consents from all Governmental Authorities (including the FCC and the United States Department of Justice) and all consents of other Persons, in each case that are necessary in connection with such proposed Acquisition, the continued operation of the business being acquired in such proposed Acquisition, as proposed to be conducted, by the Credit Parties, prior to or concurrently with the consummation thereof, and each of the foregoing shall be in full force and effect, in each case other than those the failure to obtain or maintain which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (xi) subject to the waiver by the Administrative Agent in its reasonable discretion, all applicable waiting periods with respect to such proposed Acquisition shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on such Acquisition (including the Pre-Merger/Xxxx-Xxxxx-Xxxxxx Act, as amended), and no action, request for stay, petition for review or rehearing, reconsideration or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Governmental Authority to take action to set aside its consent on its own motion shall have expired; (xii) the Administrative Agent shall have received a certificate from the Credit Parties' insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 7.4(c6.5 is in full force and effect with respect to the assets being acquired in such Acquisition and that the Administrative Agent on behalf of the Lenders has been named as additional insured, mortgagee and loss payee thereunder to the extent required under Section 6.5; (xiii) immediately prior to such Acquisition and after giving effect thereto, no Default shall have occurred and be continuing; (xiv) to the extent either or both of the El Dorado Acquisitions is not consummated on the Closing Date and only with respect to such Acquisition, since March 31, 2002, there shall have occurred no Material Adverse Effect (in the reasonable judgment of the Administrative Agent) with respect to the Credit Parties or the assets to be acquired in connection with the Acquisition; (xv) to the extent either or both of the El Dorado Acquisitions is not consummated on the Closing Date and only with respect to such Acquisitions, the Administrative Agent shall have received a certificate, substantially in the form of Exhibit H, from a Financial Officer of the Borrower to the effect that, as of the date of such Acquisition and after giving effect to the Loans to fund a portion of the purchase price thereof: (A) the aggregate value of all properties of the Credit Parties at their present fair saleable value on a going concern basis (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that could be obtained for such properties within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), exceed the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of the Credit Parties; (B) the Credit Parties will not, on a consolidated basis, have unreasonably small capital with which to conduct their business operations as heretofore conducted; and (C) the Credit Parties will have, on a consolidated basis, sufficient cash flow to enable them to pay their debts as they mature; Such certificate shall include a statement to the effect that the financial projections and underlying assumptions contained in such analysis are, fair and reasonable in the opinion of such Financial Officer at the time when made; and (xvi) to the extent either or both of the El Dorado Acquisitions is not consummated on the Closing Date and only with respect to such Acquisition, such Acquisition shall have been consummated substantially in accordance with the terms of the El Dorado Acquisitions Documents except for any conditions set forth therein that shall have been waived with the consent of the Administrative Agent and the Lenders; and (e) The Credit Parties shall be permitted to effect any Relocation, provided that the following conditions have been satisfied: (i) Such Voluntary Relocation shall not, as determined on the date of the consummation of such Voluntary Relocation, have a material adverse effect on the business, assets, operations or financial condition of the Credit Parties, taken as a whole; (ii) The Credit Parties shall give 30 days' prior written notice to the Administrative Agent of the proposed Relocation which notice shall include a description of all material aspects of the Relocation including the consideration to be received by any Credit Party in connection therewith; (iii) Simultaneously with informing the Shop At Home Sellers under the Shop At Home Acquisition Documents of any Relocation Profit, the Credit Parties shall so inform the Administrative Agent and thereafter keep the Administrative Agent apprised of the negotiation thereof, and shall forward to the Administrative Agent copies of all material correspondence, including, without limitation, any "Buyer's Relocation Profit Notice" or "Challenge Notice" (as such terms are defined in the Shop At Home Acquisition Documents) and all correspondence pertaining to any implementation of the Valuation Mechanism (as defined in the Shop At Home Acquisition Documents); 102 (iv) to the extent any representation or warranty herein makes reference to one or more of the Schedules to this Agreement, the Credit Parties shall make revisions to such Schedules, in each case as of the date of the consummation of any Relocation and notwithstanding that such representation or warranty may expressly state that it is made as of an earlier date, reasonably acceptable to the Administrative Agent, solely to take into account the consummation of such Relocation; and (v) In connection with any Involuntary Relocation the Credit Parties shall use their best efforts to receive only cash consideration therefor. (f) The Credit Parties shall be permitted to sell any radio and television stations in any fiscal year, provided that the aggregate fair market value of EBITDA attributable to all such stations sold in any fiscal year shall not exceed 15% of the EBITDA of the Credit Parties for the immediately preceding fiscal year as stated in the Compliance Certificate required to be delivered for such fiscal year pursuant to Section 6.1(c) or, if such Compliance Certificate is not available at the time of such proposed sale, as demonstrated through financial statements and reports acceptable to the Administrative Agent in its reasonable discretion. (g) Intermediate Holdings may be merged with and into the Borrower on or after the Closing Date; provided that (i) the Borrower shall be the surviving corporation, (ii) immediately prior to such merger, Intermediate Holdings shall have no assets sold except for its ownership interest in the Borrower and no Indebtedness except Indebtedness pursuant to the Oaktree Note Purchase Documents which will be paid in full on or otherwise disposed before the date of during the term of this Agreement such merger, (iii) such merger does not exceed $500,000require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (other than the consent of the FCC, which consent has been obtained) or any other Person except for such consents, approvals, registrations, filings and other actions as have been obtained on or before the date of such merger; and (iv) such merger will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Credit Party, or any assets, or give rise to a right thereunder to require any payment to be made by any Credit Party, where any such violation or default or right to payment would have a Material Adverse Effect. (h) Upon 30 days prior written notice to the Administrative Agent and with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), the Borrower may merge with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in another jurisdiction to realize tax or other benefits. The Administrative Agent shall give prompt notice thereof to the Lenders.

Fundamental Changes; Asset Sales. (a) The Credit Parties shall not, and shall will not permit any of their Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)) without the prior written consent of the Lender. The Credit Parties shall not, and shall will not permit any of their Subsidiaries to, acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition of, any Person without the prior written consent of the Lender, except for purchases of property to be used in the ordinary course of business, Investments permitted under Section 7.5, 8.5 and Capital Expenditures permitted under Section 7.10(d) and Permitted AcquisitionsExpenditures. The Credit Parties shall not, and shall will not permit any of their Subsidiaries to, form or acquire any Subsidiary without the express prior written consent of the Required Lenders; provided that (i) the Lender. The Credit Parties may form will not issue or sell any Domestic Subsidiary for of their capital stock or other equity interests without the purpose of effecting a Permitted Acquisition so long as the Credit Parties comply with Section 6.10 and (ii) the Credit Parties may form a Subsidiary organized under the laws of one prior consent of the provinces of Canada Lender (other than Quebec) so long as in connection with Equity Rights issued or granted to members of the Credit Parties comply Parties’ boards of directors or employees consistent with Section 6.10the Credit Parties’ past business practices). (b) The Credit Parties shall not, and shall will not permit any of their Subsidiaries to, convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of their business or property, whether now owned or hereafter acquired (including receivablesincluding, Patentswithout limitation, Trademarks, Copyrights receivables and leasehold interests interests, but excluding (x) obsolete or worn-out tangible property (including leasehold interests other than Material Leasehold Propertyinterests), or tools, equipment or other tangible property (other than any Material Leasehold Property or Material Owned Property) no longer used or useful in their business and (y) any inventory or other property (other than receivables) sold or disposed of in the ordinary course of business and on ordinary business terms)) without the prior written consent of the Lender, provided that the Credit Parties may sublease real property to the extent such sublease would not interfere with the operation of the business of the Credit Parties. The Credit Parties shall not, and shall not permit any of their Subsidiaries to, offer to issue or issue any capital stock or other equity interests, provided that Holdings may issue Qualified Equity Interests so long as (A) the proceeds thereof are applied to prepay the Loans to the extent required by Section 2.5(b)(i) and (B) no Change of Control results therefrom. (c) Notwithstanding the foregoing provisions of this Section 7.48.4: (i) any Domestic Credit Party (other than Holdings and Sundance) may be merged or combined with or into any other Domestic Credit Party (other than Holdings and Sundance), provided that if such merger involves the any Borrower, (x) the such Borrower shall be the surviving entity and (y) no Change of Control shall occur;); and (ii) any Domestic Credit Party (other than Sundance) which is a Subsidiary of the Borrower may sell, lease lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to the Borrower or any other Domestic Credit Party (other than Sundance) which is a Subsidiary of the Borrower; (iii) the Credit Parties may consummate the Sundance Sale; and (iv) the Credit Parties may consummate other Dispositions not otherwise permitted by clauses (i) through (iii) of this Section 7.4(c), provided that the aggregate fair market value of all such assets sold or otherwise disposed of during the term of this Agreement does not exceed $500,000Party.