Common use of Fundamental Changes; Disposition of Assets; Acquisitions Clause in Contracts

Fundamental Changes; Disposition of Assets; Acquisitions. No Borrower shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any Acquisition or transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or make any Asset Sale, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory and materials and the acquisition of equipment and capital expenditures in the ordinary course of business, subject to Section 7.9) 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 Restricted Subsidiary of the Company may be merged with or into the Company or any Restricted 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 Company or any other Subsidiary; provided, in the case of such a merger, (i) if the Company is party to the merger, the Company shall be the continuing or surviving Person and (ii) if any Borrower other than the Company is a party to such merger, then a Borrower shall be the continuing or surviving Person; (b) Asset Sales, (i) the proceeds of which when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, do not exceed $5,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of the applicable Borrower (or similar governing body)), and (2) no less than seventy-five percent (75%) of such proceeds shall be paid in cash; and (ii) in connection with Sale and Leaseback Transactions, provided that the book value of all property such to an Asset Sale in connection with such Sale and Leaseback Transaction shall not exceed $5,000,000 from and after the Closing Date; and (c) Investments made in accordance with Section 7.6.

Fundamental Changes; Disposition of Assets; Acquisitions. No Borrower Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any Acquisition or transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or make any Asset Sale, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory and materials and the acquisition of equipment and capital expenditures in the ordinary course of business, subject to Section 7.98.17) any vessel, 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 Restricted Subsidiary of the Company Borrower may be merged with or into the Company Borrower or any Restricted 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 Company Borrower or any other Subsidiary; provided, in the case of such a merger, (i) if the Company Borrower is party to the merger, the Company Borrower shall be the continuing or surviving Person and (ii) if any Borrower other than the Company Guarantor is a party to such merger, then a Borrower Guarantor shall be the continuing or surviving Person; ; (b) Asset Sales, (i) the proceeds of which when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, do not exceed $5,000,00020,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of the applicable Borrower Credit Party (or similar governing body)), and (2) no less than seventy-five fiveone hundred percent (7575100%) of such proceeds shall be paid in cash; and (ii) in connection with Sale and Leaseback Transactions, provided that the book value of all property such to an Asset Sale in connection with such Sale and Leaseback Transaction shall not exceed $5,000,000 from and after the Closing Date; and (c) Investments made in accordance with Section 7.68.6.

Fundamental Changes; Disposition of Assets; Acquisitions. No Borrower Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any Acquisition or transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or make any Asset Sale, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory and materials and the acquisition of equipment and capital expenditures in the ordinary course of business, subject to Section 7.98.17) any vessel, 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 Restricted Subsidiary of the Company Borrower may be merged with or into the Company Borrower or any Restricted 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 Company Borrower or any other Subsidiary; provided, in the case of such a merger, (i) if the Company Borrower is party to the merger, the Company Borrower shall be the continuing or surviving Person and (ii) if any Borrower other than the Company Guarantor is a party to such merger, then a Borrower Guarantor shall be the continuing or surviving Person; ; (b) Asset Sales, (i) the proceeds of which when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, do not exceed $5,000,00020,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of the applicable Borrower (or similar governing body)), and (2) no less than seventy-five percent (75%) of such proceeds shall be paid in cash; and (ii) in connection with Sale and Leaseback Transactions, provided that the book value of all property such to an Asset Sale in connection with such Sale and Leaseback Transaction shall not exceed $5,000,000 from and after the Closing Date; and (c) Investments made in accordance with Section 7.6.

Fundamental Changes; Disposition of Assets; Acquisitions. No Borrower Credit PartySection 8.10 shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any Acquisition or transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or make any Asset Sale, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory and materials and the acquisition of equipment and capital expenditures in the ordinary course of business, subject to Section 7.98.9) the business, property or fixed assets of, or Equity Interests Capital Stock 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 Restricted Subsidiary of the Company Borrower may be merged with or into the Company Borrower or any Restricted any(a) other 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 Company Borrower or any other SubsidiaryCredit Party; provided, in the case of such a merger, (i) if the Company Borrower is party to the merger, the Company Borrower shall be the continuing or surviving Person and (ii) if any Borrower other than Guarantor is the Company is a party to such merger, then a Borrower Guarantor shall be the continuing or surviving Person; (b) ; Asset Sales, (iso long as no Default or Event of Default then exists or would result(b) the proceeds of which when aggregated with the proceeds of all other from any such Asset Sales made within the same Fiscal Year, do not exceed $5,000,000; provided (1) Sale and the consideration received for the assets subject to such assets shall be Asset Sale is in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of the applicable Borrower Credit Party (or similar governing body)); provided, each of the Credit Parties acknowledges and (2) agrees that no less than seventy-five percent (75%) proceeds of any such proceeds Asset Sale permitted hereunder shall be paid used to make Restricted Payments other than in cashcompliance with Sections 8.4 and 8.8(f); and (ii) in connection with Sale and Leaseback Transactions, provided that the book value of all property such to an Asset Sale in connection with such Sale and Leaseback Transaction shall not exceed $5,000,000 from and after the Closing Date; and (c) Investments made in accordance with Section 7.68.6 and the subsequent sale or(c) other disposition of such Investments (so long the consideration received for such Investments subject to such sale or other disposition is in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of the applicable Credit Party (or similar governing body)); provided, each of the Credit Parties acknowledges and agrees that no proceeds of any such sale or other disposition permitted hereunder shall be used to make Restricted Payments other than in compliance with Sections 8.4 and 8.8(f).

Fundamental Changes; Disposition of Assets; Acquisitions. No Borrower Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any Acquisition or transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or make any Asset Sale, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory and materials and the acquisition of equipment and capital expenditures in the ordinary course of business, subject to Section 7.98.17) any vessel, 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 Restricted Subsidiary of the Company Borrower may be merged with or into the Company Borrower or any Restricted 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 Company Borrower or any other Subsidiary; provided, in the case of such a merger, (i) if the Company Borrower is party to the merger, the Company Borrower shall be the continuing or surviving Person and (ii) if any Borrower other than the Company Guarantor is a party to such merger, then a Borrower Guarantor shall be the continuing or surviving Person; (b) Asset Sales, (i) the proceeds of which when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, do not exceed $5,000,000; providedproceeds (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of the applicable Borrower Credit Party (or similar governing body)), and (2) no less than seventy-five one hundred percent (75100%) of such proceeds shall be paid in cash; and (ii) in connection with Sale and Leaseback Transactions, provided that the book value of all property such to an Asset Sale in connection with such Sale and Leaseback Transaction shall not exceed $5,000,000 from and after the Closing Date; and (c) Investments made in accordance with Section 7.6.

Fundamental Changes; Disposition of Assets; Acquisitions. No Borrower Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any Acquisition or transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or make any Asset Sale, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory and materials and the acquisition of equipment and capital expenditures in the ordinary course of business, subject to Section 7.98.9) 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 Restricted Subsidiary of the Company Borrower may be merged with or into the Company Borrower or any Restricted 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 Company Borrower or any other Subsidiary; provided, in the case of such a merger, (i) if the Company Borrower is party to the merger, the Company Borrower shall be the continuing or surviving Person and (ii) if any Borrower other than the Company Guarantor is a party to such merger, then a Borrower Guarantor shall be the continuing or surviving Person; (b) Asset Sales, (i) the proceeds of which when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, do not exceed $5,000,00015,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of the applicable Borrower Credit Party (or similar governing body)), and (2) no less than seventy-five percent (75%) of such proceeds shall be paid in cash; and (ii) in connection with Sale and Leaseback Transactions, provided that the book value of all property such to an Asset Sale in connection with such Sale and Leaseback Transaction shall not exceed $5,000,000 from and after the Closing Date; and (c) Investments made in accordance with Section 7.68.6.