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

Fundamental Changes; Disposition of Assets. Each Borrower shall not, and shall cause its Subsidiaries to not, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) a disposition of a Hotel Property pursuant to an Excluded Hotel Sale; (b) disposals of surplus, obsolete or worn out property in the ordinary course of business; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property shall be permitted; and (g) the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (y) in the reasonable business judgment of the Borrower, is no longer economically desirable to maintain in the conduct of its business.

Fundamental Changes; Disposition of Assets. Each Borrower No Credit Party shall, nor shall not, and shall cause it permit any of its Subsidiaries to notto, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Personlicensed, except: (a) any Subsidiary of Borrower may be merged with or into Borrower or any 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 disposition series of transactions, to Borrower or any Subsidiary; provided, in the case of such a Hotel Property pursuant to an Excluded Hotel Salemerger, Borrower or any Guarantor Subsidiary that is a party thereto, as applicable, shall be the continuing or surviving Person; (b) disposals sales, leases, licenses or other dispositions of surplus, obsolete or worn out property in the ordinary course of businessassets that do not constitute Asset Sales; (ci) Asset Sales involving assets with an aggregate fair market value not to exceed $100,000,000 during the term of this Agreement; provided that such maximum limitation shall not apply during any Suspension Period, and (ii) the Potential ATS Sale; 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 Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (d) disposals of obsolete, worn out, condemned or surplus property; (e) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof6.6; (f) the lapse of registered immaterial intellectual property of Holdings or any involuntary condemnation, seizure or taking, by exercise of its Subsidiaries that is no longer useful in the power business of eminent domain or otherwise, or confiscation or requisition of use of property shall be permitted; andHoldings and its Subsidiaries; (g) the lapse, abandonment settlement or cancellation write-off of registered patents, trademarks and other Intellectual Property accounts receivable or sale of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (y) overdue accounts receivable for collection in the reasonable ordinary course of business judgment consistent with past practice; (h) the termination, surrender or sublease of the Borrower, is no longer economically desirable to maintain a real estate lease of Holdings or any of its Subsidiaries in the conduct ordinary course of its business; and (i) mergers or consolidations in connection with a Permitted Acquisition.

Fundamental Changes; Disposition of Assets. Each Borrower Guarantor shall not, and shall cause not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Guarantor or any of its Subsidiaries if any such alteration could reasonably be expected to nothave a Material Adverse Effect, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose 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 [*] INDICATES THAT CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. business, assets property or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower), whether real, personal or mixed and whether tangible or intangibleassets, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases all or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) substantially all the business, a substantial portion of the property or fixed assets of, or any portion of the Capital Stock stock or other evidence of beneficial ownership of, any Person, Person or any division or line of business or any other business unit of any Person, except: (aA) Any Domestic Subsidiary of Guarantor (other than Lessee) may be merged with or into Guarantor or any Wholly-Owned Domestic Subsidiary (other than Lessee), 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 disposition series of transactions, to Guarantor or any Wholly-Owned Domestic Subsidiary (other than Lessee); provided, in the case of such a Hotel Property pursuant merger, Guarantor or such Wholly-Owned Domestic Subsidiary shall be the continuing or surviving Person; and provided further that in the case of any such transaction involving Guarantor, the surviving Person (if not Guarantor) shall have agreed in writing to an Excluded Hotel Saleassume all of the obligations and liabilities of Guarantor under the SanDisk Tranche Operative Documents. (B) Any Foreign Subsidiary of Guarantor may be merged with or into Guarantor or any Wholly-Owned Foreign 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 Guarantor or any Wholly-Owned Foreign Subsidiary; provided, in the case of such a merger, Guarantor or such Wholly-Owned Foreign Subsidiary shall be the continuing or surviving corporation; (bC) disposals Sales or other dispositions of Investments permitted by Section 10(b)(iv) for not less than fair value; (D) Sales of inventory by Guarantor and its Subsidiaries in the ordinary course of their businesses; (E) Sales or other dispositions of surplus, damaged, worn or obsolete equipment or worn out property inventory for not less than fair market value or otherwise in the ordinary course of business; (cF) Investments made Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (G) Licenses to other Persons of intellectual property by Guarantor or any Subsidiary thereof in the ordinary course of business provided that, in each case, the terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (H) Sales or other dispositions of assets and property by Guarantor to any of Guarantor's Subsidiaries (other than Lessee except in accordance with Section 6.5 and Restricted Payments made the Master Agreement Documents) or by any of Guarantor's Subsidiaries (other than Lessee) to Guarantor or any of its other Subsidiaries (other than Lessee except in accordance with Section 6.3the Master Agreement Documents), provided that the terms of any such sales or other dispositions by or to Guarantor are terms which are no less favorable to Guarantor than would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (dI) Liens may be granted Acquisitions of the business, property or fixed assets of any Person engaged in the semiconductor business or other related businesses in an aggregate amount not to exceed, together with any Investments made pursuant to Section 10(b)(iv)(E), at any time more than twenty-five percent (25%) of Guarantor's Tangible Net Worth as of the extent date of any such acquisition; (ii) acquisitions of all or substantially all of the business, property or fixed assets of any Person engaged in the semiconductor business or other related businesses, so long as such acquisition is made with the proceeds received by Guarantor from a substantially concurrent issue of new shares of its capital stock, and (iii) transactions otherwise permitted by under Section 6.210(b)(iv); (eJ) any involuntary loss, damage or destruction Sales of property accounts receivable of Guarantor and the disposition of the assets so damaged or destroyed shall be permittedits Subsidiaries (other than Lessee), provided that (A) each such losssale is (1) for not less than fair market value and (2) for cash, damage or destruction is and (B) the aggregate book value of all such accounts receivable so sold in any consecutive four quarter period does not caused by exceed ten percent (10%) of the gross negligence or permissive waste consolidated total accounts receivable of any Borrower, Subsidiary Owner or any Affiliate thereofGuarantor and its Subsidiaries on the last day immediately preceding such four quarter period; (fK) Other sales, leases, transfers and disposal of assets and property (other than sales by Lessee) for not less than fair market value, provided that the aggregate book value of all such assets and property so sold, leased, transferred or otherwise disposed of in any involuntary condemnation, seizure or taking, by exercise consecutive four quarter period does not exceed ten percent (10%) of the power Consolidated Assets of eminent domain Guarantor and its Subsidiaries on the last day immediately preceding such four quarter period. (L) Guarantor or otherwiseany Subsidiary may merge with or into any Person (other than Lessee) so long as (1) Guarantor is the survivor of any such transaction to which Guarantor is a party, or confiscation such Subsidiary or requisition of use of property shall be permitted; and (g) Guarantor is the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property survivor of any Borrower that (x) such transaction to which such Subsidiary is not material to a party, as the intellectual property portfolio of the Borrower and its Subsidiariescase may be, taken as a whole and (y2) in at the reasonable business judgment time of the Borrowersuch transaction and after giving effect thereto, is no longer economically desirable to maintain in the conduct Guarantee Default or Guarantee Event of its businessDefault (including without limitation a Change of Control) shall have occurred and be continuing.

Fundamental Changes; Disposition of Assets. Each Borrower No Note Party shall, nor shall not, and shall cause it permit any of its Subsidiaries to notto, (x) enter into any transaction of merger or consolidation, or liquidate, wind-restructure, reorganize or recapitalize, (y) wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose (z) Dispose, convey, sell, lease or sub lease (as lessor or sublessor), exchange, 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 (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased in each case, involving assets with a fair market value in excess of $5,000,000 in the aggregate, except that this Section 6.7 shall not prohibit the following: (as lesseea) any Subsidiary of Company may be merged with or licensed into Company or any wholly-owned Subsidiary (as licenseeand any non-wholly owned Subsidiary of Company may be merged with or into another non-wholly owned Subsidiary), or acquire by purchase 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 Company or any wholly-owned Subsidiary (or to the extent such Subsidiary of Company is not wholly-owned, to any other than purchases non-wholly owned Subsidiary of Company); provided, in the case of such a merger involving a Note Party, a Note Party shall be the continuing or surviving Person; provided further that, in the case of such a disposition by a Note Party of its business, property or assets to a Subsidiary that is not a Note Party, such Disposition shall reduce on a dollar-for-dollar basis, and the aggregate amount of all such dispositions shall not exceed, the amount available under clause (v) of the definition of Permitted Intercompany Investment; (b) sales, transfers and other Dispositions of inventory or equipment or other acquisitions of inventoryassets (including on an intercompany basis), materials used, worn out, obsolete or surplus property, Cash and equipment and capital expenditures, in each case Cash Equivalents in the ordinary course of business) business and the business, a substantial portion cancellation or abandonment of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) a disposition of a Hotel Property pursuant to an Excluded Hotel Sale; (b) disposals of surplus, obsolete or worn out intellectual property in the ordinary course of business; (c) Investments made business that is, in accordance with Section 6.5 and Restricted Payments made the reasonable judgment of Company, no longer economically practicable to maintain or useful in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property and the disposition conduct of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste business of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property shall be permitted; and (g) the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower Company and its Subsidiaries, taken as a whole whole; (c) the discount or sale, in each case without recourse and (y) in the reasonable ordinary course of business, of past due receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (d) leases, licenses or subleases or sublicenses of property to other Persons in the ordinary course of business judgment not materially interfering with the business of Company and its Subsidiaries taken as a whole; (e) Dispositions or abandonment of Intellectual Property of the Borrower, is Company and its Subsidiaries determined in good faith by the management of the Issuer to be no longer economically desirable practicable to maintain or useful or necessary in the conduct operation of its business.the business of the Company or any of the Subsidiaries; (f) Permitted Liens;

Fundamental Changes; Disposition of Assets. Each Borrower Acquisitions. The Lessee shall not, and shall cause not permit any of its ------------ Subsidiaries to, alter the corporate, capital or legal structure of the Lessee or any of its Subsidiaries if any such alteration could reasonably be expected to nothave a Material Adverse Effect, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose 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 (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower), whether real, personal or mixed and whether tangible or intangibleassets, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases all or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) substantially all the business, a substantial portion of the property or fixed assets of, or any portion of the Capital Stock stock or other evidence of beneficial ownership of, any Person, Person or any division or line of business or any other business unit of any Person, except: (aA) Any Domestic Subsidiary of the Lessee may be merged into Lessee or with or into any Wholly-Owned Domestic 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 disposition series of transactions, to Lessee or any Wholly-Owned Domestic Subsidiary; provided in the case of such a Hotel Property pursuant to an Excluded Hotel Salemerger, Lessee or such -------- Wholly-Owned Domestic Subsidiary shall be the continuing or surviving persons; (bB) disposals Any Foreign Subsidiary of the Lessee may be merged into the Lessee or with or into any Wholly-Owned Foreign 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 Lessee or any Wholly-Owned Foreign Subsidiary; provided, in the case of such a merger, the Lessee or such Wholly- -------- Owned Foreign Subsidiary shall be the continuing or surviving corporation; (C) Asyst Japan, Inc. may be merged into MECS Corporation; (D) Sales or other dispositions of Investments permitted by subparts (A) and (C) of Section 10.1(b)(iv) for not less ------------ --- ------------------- than fair value; (E) Sales of inventory by the Lessee and its Subsidiaries in the ordinary course of their businesses; (F) Sales of surplus, damaged, worn or obsolete equipment or worn out property inventory for not less than fair market value; (G) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (cH) Investments made Licenses to other Persons of intellectual property by the Lessee or any Subsidiary thereof in the ordinary course of business provided that, in each case, the terms of the transaction, -------- taken as a whole, are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (I) Sales or other dispositions of assets and property by the Lessee to any of the Lessee's Subsidiaries or by any of the Lessee's Subsidiaries to the Lessee or any of its other Subsidiaries, provided that the terms of any such sales or other dispositions by or to the Lessee are terms which are no less favorable to the Lessee than would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (J) Transactions permitted under Section 10.1(b)(iv); ------------------- (K) Sales of accounts receivable of the Lessee and its Subsidiaries, provided that (A) each such sale is (1) on fair and reasonable terms and (2) for cash, and (B) the aggregate book value of all such accounts receivable so sold in any consecutive four quarter period does not exceed twenty percent (20%) of the consolidated total accounts receivable of the Lessee and its Subsidiaries on the last day immediately preceding such four quarter period; (L) Acquisitions by purchase or otherwise of all or substantially all of the business, property or fixed assets of, or stock or other beneficial ownership of, any Person or any division or line of business of any Person provided that such acquisition is paid for with cash or capital stock of Lessee or any of its Subsidiaries and provided further that such acquisitions do not exceed at any time more than twenty percent (20%) of the total assets of Lessee and its Subsidiaries, determined on a consolidated basis in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property shall be permittedGAAP; and (gM) Other sales, leases, transfers and disposal of assets and property for not less than fair market value, provided that the lapseaggregate book value of all such assets and property so sold, abandonment leased, transferred or cancellation otherwise disposed of registered patentsin any consecutive four quarter period does not exceed ten percent (10%) of the Consolidated Assets of the Lessee and its Subsidiaries on the last day immediately preceding such four quarter period; provided, trademarks and other Intellectual Property however, that the foregoing exceptions shall not be construed to -------- ------- permit any sales, leases, transfers or disposals of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its SubsidiariesProperty, taken except as a whole and (y) in expressly permitted by the reasonable business judgment of the Borrower, is no longer economically desirable to maintain in the conduct of its businessOperative Documents.

Fundamental Changes; Disposition of Assets. Each Borrower No Credit Party shall, nor shall not, and shall cause it permit any of its Subsidiaries to notto, enter into any transaction of merger or consolidationconsolidation (including through a plan of division), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), consummate any Asset Sale, or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) ), or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) any Subsidiary of Company may be merged with or into Company or any 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 or otherwise disposed of, in one transaction or a disposition series of transactions, to Company or any Guarantor; provided, in the case of such a Hotel Property pursuant to an Excluded Hotel Salemerger involving Company, Company shall be the continuing or surviving Person, and in the case of any other such merger, a Wholly-Owned Guarantor shall be the continuing or surviving Person; (b) disposals sales or other dispositions of surplus, obsolete or worn out property in the ordinary course of businessassets that do not constitute Asset Sales; (c) Investments made Asset Sales, to the extent (1) the proceeds 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 Company), (2) no less than 75% (or 65% in the case of a transaction with an earnout, the value of which shall be determined in accordance with GAAP) thereof shall consist of Cash paid upon the closing of each applicable Asset Sale, and (3) the Net Asset Sale Proceeds thereof shall be applied to the extent required by Section 6.5 and Restricted Payments made in accordance with Section 6.3;2.13(a); and (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary lossdisposals of used, damage surplus, obsolete or destruction of worn-out property and the abandonment or other disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property shall be permitted; and (g) the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiariesis, taken as a whole and (y) in the reasonable business judgment of the Borrowersuch Credit Party, is no longer economically desirable practicable to maintain or no longer useful in the conduct of the business of the Company and its businessSubsidiaries taken as a whole. Notwithstanding anything to the contrary contained in the Credit Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any “Division” (as defined in Section 18-217 of the Delaware Limited Liability Company Act) or similar organizational change that may hereafter be permitted under any applicable statute.

Fundamental Changes; Disposition of Assets. Each Borrower No Credit Party shall, nor shall not, and shall cause it permit any of its Subsidiaries to notto, enter into any transaction of merger or consolidationconsolidation (including through a plan of division), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), consummate any Asset Sale, or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) ), or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) any Credit Party other than Holdings may be merged with or into another Credit Party, 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 disposition series of transactions, to another Credit Party; provided, in the case of any such merger, (i) if such Credit Party is a Hotel Property pursuant to an Excluded Hotel SaleBorrower, a Borrower shall be the surviving Person, and (ii) in any other case, a Credit Party shall be the continuing or surviving Person; (b) disposals sales or other dispositions of surplus, obsolete assets that do not constitute Asset Sales; (c) the leasing or worn out property subleasing of immaterial assets (other than sale and leaseback transactions prohibited under Section 6.11) in the ordinary course of business; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2disposals of obsolete or worn out property; (e) any involuntary loss, damage sales or destruction of property and other dispositions pursuant to the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof;Sale Leaseback Documents; and (f) Asset Sales; provided, (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) the proceeds received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by management of such Credit Party or such Subsidiary), (C) 75% of the consideration for such Asset Sale shall consist of Cash paid upon the closing of each applicable Asset Sale, (D) the aggregate consideration for all such Asset Sales pursuant to this clause (i) shall not exceed $2,000,000 in any involuntary condemnationFiscal Year and (E) the Net Asset Sale Proceeds thereof shall be applied or reinvested as required, seizure or takingreinvested to the extent permitted, by Section 2.10(a); provided further that, if at any time any Credit Party proposes to enter into any Asset Sale or otherwise Dispose of any Specified HA Assets (in each case, other than in connection with a transaction that would result in a Change of Control or a sale of all or substantially all of the consolidated assets of the Credit Parties), Alcon shall have a right of first refusal to purchase such Specified HA Assets (provided that if (1) Alcon does not provide written notice to such Credit Party specifying that Alcon has elected to exercise its right of first refusal to purchase such Specified HA Assets at the proposed price set forth in the written notice related to such proposed transaction from such Credit Party within ten (10) days after receipt of such written notice or (2) does exercise its right of first refusal to purchase such Specified HA Assets at the proposed price set forth in the written notice related to such proposed transaction from such Credit Party within ten (10) days after receipt of such written notice, and Alcon and such Credit Party do not consummate the purchase of such Specified HA Assets within ninety (90) days after the exercise of such right of first refusal, then, in either case, such right of first refusal shall terminate with respect to the power Specified HA Assets that are the subject thereof). Notwithstanding anything to the contrary contained in the Credit Documents, no Credit Party shall, nor shall it permit any of eminent domain its Subsidiaries to, consummate any “Division” (as defined in Section 18-217 of the Delaware Limited Liability Company Act) or otherwisesimilar organizational change that may hereafter be permitted under any applicable statute. Notwithstanding anything in this Section 6.9 to the contrary, (i) in no event shall Holdings, Lifecore or confiscation any of their direct or requisition indirect Subsidiaries (other than Curation or any of use its direct or indirect Subsidiaries) enter into any Asset Sale with Curation or any of property its direct or indirect Subsidiaries on or after the Closing Date (other than Permitted Curation Investments) without the written consent of the Administrative Agent and the Requisite Lenders, in each case, to the extent constituting Asset Sales and (ii) no Credit Party shall be permitted; and (g) the lapse, abandonment grant any exclusive outbound license or cancellation of registered patents, trademarks and other Intellectual Property otherwise Dispose of any Borrower that (x) is not material to the intellectual property portfolio (including without limitation, trade secrets and know-how) that is owned by such Credit Party and that is necessary for the production and/or manufacture of sodium hyaluronate under the Supply Agreement without the prior written consent of Alcon, in each case of this clause (ii), other than in connection with a transaction that would result in a Change of Control or a sale of all or substantially all of the Borrower and its Subsidiaries, taken as a whole and (y) in the reasonable business judgment consolidated assets of the Borrower, is no longer economically desirable to maintain in the conduct of its businessCredit Parties.

Fundamental Changes; Disposition of Assets. Each Borrower No Note Party shall, nor shall not, and shall cause it permit any of its Subsidiaries to notto, (x) enter into any transaction of merger or consolidation, or liquidate, wind-restructure, reorganize or recapitalize, (y) wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose (z) convey, sell, lease or sub lease (as lessor or sublessor), exchange, 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 (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) any Subsidiary of Company may be merged with or into Company or any wholly-owned Subsidiary (and any non-wholly owned Subsidiary of Company may be merged with or into another non-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 Company or any wholly-owned Subsidiary (or to the extent such Subsidiary of Company is not wholly-owned, to any other non-wholly owned Subsidiary of Company); provided, in the case of such a merger involving a Note Party, a Note Party shall be the continuing or surviving Person; provided further that, in the case of such a disposition by a Note Party of its business, property or assets to a Hotel Property pursuant to an Excluded Hotel SaleSubsidiary that is not a Note Party, such disposition shall reduce on a dollar-for-dollar basis, and the aggregate amount of all such dispositions shall not exceed, the amount available under clause (v) of the definition of Permitted Intercompany Investment; (b) disposals sales, transfers and other dispositions of surplusinventory, used, worn out, obsolete or worn out property surplus property, cash and Cash Equivalents in the ordinary course of business; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property business and the disposition cancellation or abandonment of non-material Intellectual Property in the ordinary course of business that is, in the reasonable judgment of Company, no longer economically practicable to maintain or useful in the conduct of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste business of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property shall be permitted; and (g) the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower Company and its Subsidiaries, taken as a whole whole; (c) the discount or sale, in each case without recourse and in the ordinary course of business, of past due receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (yand not as part of any bulk sale or financing of receivables); (d) leases or subleases of property to other Persons in the ordinary course of business not materially interfering with the business of Company and its Subsidiaries taken as a whole; (e) Permitted Liens; (f) Permitted Investments; (g) dispositions of property as a result of a casualty event involving such property or any disposition of real property to a Governmental Authority as a result of a condemnation of such real property; (h) termination of Interest Rate Agreements; (i) dispositions of lab equipment and related equipment located at 0000 Xxxxxxxx Xxx., Xxxxxxxxxx, XX 00000 as of the Closing Date; and (j) in connection with the reasonable business judgment of SPAC Transaction; and (k) (j) such other Dispositions in an aggregate amount not to exceed $500,000 during any Fiscal Year. Notwithstanding the Borrowerforegoing, is no longer economically desirable nothing in this Agreement shall be deemed to maintain in the conduct permit Company or any of its businessSubsidiaries to sell, out-license rights, abandon or fail to maintain, or dispose of any Intellectual Property, other than (i) Permitted Licenses or (ii) pursuant to Section 6.7(b).

Fundamental Changes; Disposition of Assets. Each Borrower Holdings shall not, and nor shall cause it permit any of its Subsidiaries to notto, enter into consummate any transaction of merger merger, consolidation or consolidationamalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, in one transaction or a series of transactions, all or make any part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any PersonDisposition, except: (a) a disposition of a Hotel Property pursuant Dispositions (i) between or among Loan Parties, (ii) from Subsidiaries that are not Loan Parties to an Excluded Hotel SaleLoan Parties, (iii) between or among Subsidiaries that are not Loan Parties and (iv) from Loan Parties to Subsidiaries that are not Loan Parties to the extent such Dispositions would be permitted as Investments under Section 6.05; (b) disposals the liquidation or dissolution of surplusany Subsidiary if Holdings determines in good faith that such liquidation or dissolution (x) is in the best interests of Holdings, obsolete (y) is not materially disadvantageous to the Lender and (z) if such liquidating or worn out dissolving Subsidiary is a Loan Party, a Loan Party receives any assets of such dissolved or liquidated Subsidiary; provided that no dissolution or liquidation of the Borrower shall be permitted hereunder; (c) (i) Dispositions of inventory, equipment, raw or scrap materials or other assets in the ordinary course of business and (ii) the leasing or subleasing of real property in the ordinary course of business; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted Dispositions of surplus, obsolete, used or worn out property or other property that, as determined in good faith by Holdings, is (A) no longer useful in its business (or in the business of any of its Subsidiaries) or (B) otherwise economically impracticable to the extent permitted by Section 6.2maintain; (e) any involuntary loss, damage or destruction Dispositions of property Cash and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is Cash Equivalents in a manner not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereofotherwise prohibited under this Agreement; (f) Dispositions, discounting or forgiveness of accounts receivable in the ordinary course of business (including to insurers which have provided insurance as to the collection thereof) or in connection with the collection or compromise thereof (including sales to factors); (g) Dispositions and/or terminations of leases, subleases, licenses or sublicenses (including the provision of software under an open source license), which (i) do not materially interfere with the business of Holdings and its Subsidiaries (taken as a whole) or (ii) relate to closed facilities or the discontinuation of any involuntary condemnationproduct or service line; (i) termination of leases in the ordinary course of business, seizure (ii) the expiration of any option agreement in respect of real or takingpersonal property and (iii) any surrender or waiver of contractual rights or the settlement, by exercise release or surrender of contractual rights or other litigation claims (including in tort) in the power ordinary course of eminent domain or otherwise, or confiscation or requisition of use business; (i) Dispositions of property subject to casualty, foreclosure, eminent domain, expropriation or condemnation proceedings (including in lieu thereof or any similar proceeding); (j) other Dispositions after the Closing Date in an aggregate amount of not more than $5,000,000 in any twelve month period; provided that no Event of Default shall have occurred and be permittedcontinuing on the date on which the definitive agreement governing the relevant Disposition is executed; (k) Liens permitted by Section 6.02, Restricted Payments permitted by Section 6.04, and Investments permitted by Section 6.05; (l) Dispositions of assets at fair market value to the extent that such assets are exchanged for credit against the purchase price of similar replacement assets or the proceeds of such Disposition are promptly applied to the purchase price of similar replacement assets; (m) Dispositions in connection with the early termination or unwind of any Derivative Transaction; (n) to the extent constituting a Disposition, the settlement, waiver, release or surrender of claims or litigation rights of any kind; and (go) (i) Dispositions, licensing, sublicensing and cross-licensing arrangements involving any technology, intellectual property or IP Rights of Holdings or any Subsidiary in the lapseordinary course of business; provided, abandonment that any such lease, license or cancellation sublease of registered patents, trademarks and other Intellectual Property of any Borrower that IP Rights shall be (x) is granted on a non-exclusive basis and (y) limited in time, and (ii) the Disposition, abandonment, cancellation or lapse of any technology, intellectual property or IP Rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property or IP Rights, which, in the reasonable good faith determination of Holdings are not material to the intellectual property portfolio conduct of the Borrower and business of Holdings and/or its Subsidiaries, taken as a whole and (y) in the reasonable business judgment of the Borrower, is or are no longer economically desirable economical to maintain in the conduct light of its businessuse.

Fundamental Changes; Disposition of Assets. Each Borrower shall not, and shall cause its Subsidiaries to not, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) a disposition of a Hotel Property pursuant to an Excluded Hotel SaleSale or as otherwise approved by the Board of Directors of HIT; (b) disposals of surplus, obsolete or worn out property in the ordinary course of business; (c) Investments made in accordance with Section 6.5 ‎6.5 and Restricted Payments made in accordance with Section 6.3‎6.3; (d) Liens may be granted to the extent permitted by Section 6.2‎6.2; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property shall be permitted; and; (g) the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (y) in the reasonable business judgment of the Borrower, is no longer economically desirable to maintain in the conduct of its business; and (h) the liquidation, winding-up or dissolution of any Subsidiary Owner in the ordinary course of business if such Subsidiary Owner no longer owns any Real Estate Assets.