Limitation on Certain Asset Dispositions Sample Clauses

Limitation on Certain Asset Dispositions. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, make one or more Asset Dispositions unless: (a) the Company or the Restricted Subsidiary, as the case may be, receives consideration for such Asset Disposition at least equal to the fair market value of the assets sold or disposed of (as determined in good faith by the Board of Directors of the Company or a member of senior management of the Company); (b) not less than 75% of the consideration for the disposition consists of Cash Equivalents or the assumption of Indebtedness (other than non-recourse Indebtedness, intercompany Indebtedness or any Indebtedness subordinated to the Securities) of the Company or such Restricted Subsidiary or other obligations relating to such assets (and release of the Company or such Restricted Subsidiary from all liability on the Indebtedness or other obligations assumed); and (c) all Net Available Proceeds, less any amounts invested or committed to be invested within 360 days of such Asset Disposition in non-current assets related to the business of the Company (including capital expenditures or the Capital Stock of another Person (other than the Company or any Person that is a Restricted Subsidiary of the Company immediately prior to such investment); provided, that immediately after giving effect to any such investment (and not prior thereto) such Person shall be a Restricted Subsidiary of the Company) are applied, on or prior to the 360th day after such Asset Disposition (unless and to the extent that the Company shall determine to make an Offer to Purchase), either to (i) the permanent reduction and prepayment of any secured Indebtedness of the Company or a Subsidiary Guarantor (other than Indebtedness which is expressly subordinate to the Securities) then outstanding (including a permanent reduction of commitments in respect thereof) or (ii) the permanent reduction and repayment of any Indebtedness of any Restricted Subsidiary of the Company that is not a Subsidiary Guarantor then outstanding (including a permanent reduction of commitments in respect thereof). The 361st day after such Asset Disposition shall be deemed to be the “Asset Sale Offer Trigger Date,” and the amount of Net Available Proceeds from Asset Dispositions otherwise subject to the preceding provisions not so applied or as to which the Company has determined not to so apply shall be referred to as the “Unutilized Net Available Proceeds.” Wit...

Limitation on Certain Asset Dispositions. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, make any Asset Disposition unless (i) the Company or such Restricted Subsidiary receives consideration at the time of such disposition (or in the case of a lease, over the term of such lease) at least equal to the fair market value of the shares or assets disposed of (which shall be as determined in good faith by the Company), and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents; provided that the following shall be deemed to be cash for purposes of this covenant: (1) the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets, and (2) any notes or other obligations received by the Company or such Restricted Subsidiary from a transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after such Asset Disposition; provided, further, that the 75% limitation referred to above in clause (ii) shall not apply to (x) any disposition of assets in which the cash portion of such consideration received therefor on an after-tax basis, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax net proceeds would have been had such transaction complied with the aforementioned 75% limitation, (y) any disposition of assets (other than the Port Xxxxxx Refinery) in exchange for assets of comparable fair market value related to the Principal Business of the Company, provided that in any such exchange of assets of the Company or a Restricted Subsidiary with a fair market value in excess of $20 million occurring when Blackstone fails to hold, directly or indirectly, 30% or more of the total voting power of all classes of stock of the Company, the Company shall obtain an opinion or report from a nationally recognized investment banking firm, valuation expert or accounting firm confirming that the assets received by the Company and such Restricted Subsidiary in such exchange have a fair market value at least equal to the assets so exchanged or (z) any disposition of Securitization Program Assets to any Securitization Special Purpose Entity in exchange for Indebtedness of, procurement of letters of credit and simil...

Limitation on Certain Asset Dispositions. (i) Clause (a)(2) shall be amended and restated in its entirety as follows: “not less than 50% of the consideration for the disposition consists of cash or readily marketable Cash Equivalents or the assumption of Indebtedness of the Company or such Restricted Subsidiary or other obligations relating to such assets (and release of the Company or such Restricted Subsidiary from all liability on the Indebtedness or other obligations assumed); and” (ii) Clause (a)(3) shall be amended and restated in its entirety as follows:

Limitation on Certain Asset Dispositions. (a) The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, make any Asset Disposition in one or more related transactions unless: (i) the Company (or the Restricted Subsidiary of the Company, as the case may be) receives consideration at the time of such disposition at least equal to the fair market value of the shares or assets disposed of (which shall be as determined in good faith by the Board of Directors and evidenced by a Board Resolution filed with the Trustee), and (ii) not less than 80% of the consideration for such disposition consists of cash or readily marketable cash equivalents, and (a) in the case of any Asset Disposition involving assets having a value of less than $100,000 and less than an aggregate of $3 million during the term of the Securities, within 180 days of the Asset Disposition, the Company or such Restricted Subsidiary applies the Net Available Proceeds of such Asset Disposition, to the extent the Revolving Credit Agreement does not require that such Net Available Proceeds be used to reduce the outstanding balance under the Revolving Credit Agreement, either to (1) repurchase or redeem Securities or (2) make capital expenditures in new assets that will become Security Collateral for the Securities, and (b) in the case of any Asset Disposition involving assets having a value greater than $100,000 or more than an aggregate of $3 million during the term of the Securities, the Company or such Restricted Subsidiary applies the Net Available Proceeds of such Asset Disposition, to the extent the Revolving Credit Agreement does not require that such Net Available Proceeds be used to reduce the outstanding balance under the Revolving Credit Agreement, so that (1) at least 80% of such Net Available Proceeds are used to repurchase or redeem Securities within 120 days of the Asset Disposition and (2) any balance of such Net Available Proceeds is used to make capital expenditures in new assets that will become Security Collateral for the Securities within 180 days of the Asset Disposition. If the proceeds are not used within the time period specified above for any permitted purpose, the Company will offer to purchase outstanding Securities pursuant to an Offer to Purchase at 100% of their principal amount plus accrued interest to the date of purchase in an aggregate principal amount plus interest equal to the unused Net Available Proceeds from such disposition (including from the sale of any marketable cash ...

Limitation on Certain Asset Dispositions. (a) The Company shall not, and shall not permit any Subsidiary of the Company to, make any Asset Disposition (other than Asset Dispositions permitted by Section 1013) in one or more transactions by the Company or a Subsidiary of the Company in any fiscal year that results in aggregate Net Available Proceeds in excess of $2,000,000, unless: (i) the Company (or the Subsidiary of the Company, as the case may be) receives consideration at the time of such disposition at least equal to the fair market value of the shares or assets disposed of (which shall be as determined in good faith by the Board of Directors and evidenced by a Board Resolution), and (1) either the Asset Disposition is a Store Swap, or (2) (x) at least 75% of the consideration for such disposition consists of cash or readily marketable cash equivalents or the assumption of Debt of the Company or other obligations relating to such assets and release from all liability on the Debt or other obligations assumed; and (y) 100% of the Net Available Proceeds from such disposition and from the sale of any marketable securities received therein, less any amounts applied within 12 months of such disposition to the repayment of Debt which is PARI PASSU to the Securities or to investment in assets related to the business of the Company, are applied within 12 months of such disposition to purchase Outstanding Securities pursuant to an Offer to Purchase at a purchase price equal to 100% of their principal amount plus accrued interest to the date of purchase; PROVIDED, HOWEVER, that if the amount of Net Available Proceeds available to purchase Securities is less than $5,000,000, the Company's obligation to make an Offer to Purchase may be deferred until such time as Net Available Proceeds, plus the aggregate amount of Net Available Proceeds resulting from any subsequent Asset Disposition or Asset Dispositions not otherwise used to repay Debt which is PARI PASSU to the Securities or to invest in assets related to the business of the Company, are at least equal to $5,000,000, at which time the Company shall be obligated to make such Offer to Purchase at a purchase price equal to 100% of their principal amount plus accrued interest to the date of repurchase. Pending application thereof in accordance with the preceding Clause (ii) (2) (y), the Company shall invest such Net Available Proceeds in Qualified Investments. To the extent the Company uses any portion of the Net Available Proceeds for any purpose other t...

Limitation on Certain Asset Dispositions. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, make any Asset Disposition in one or more related transactions that would result in aggregate net proceeds in excess of $10 million unless: (i) the consideration received at the time of such Asset Disposition is at least equal to the Fair Market Value of the assets as determined by the Board of Directors of the Company (which determination will be evidenced by a Board Resolution); (ii)

Limitation on Certain Asset Dispositions. Without the approval ---------------------------------------- of the holders of 66 2/3% of the shares of Series C Preferred Stock then outstanding, the Corporation shall not, and shall not permit any Subsidiary to, make any Asset Disposition in one or more related transactions unless (i) the Corporation (or such Subsidiary) receives consideration at the time of such disposition at least equal to the fair market value of the shares or assets disposed of (as determined in good faith by (x) a designated officer of the Corporation if such consideration is less than $1 million or (y) the Corporation's Board of Directors if such consideration is greater than or equal to $1 million), and (ii) the Net Proceeds, less any amounts invested within 180 days of such disposition in assets related to the business of the Corporation and its Subsidiaries on the date of the Closing and related businesses, are applied (A) first, within 180 days of such disposition, to repay Debt then outstanding; and (B) second, to purchase outstanding Series C Preferred Stock at a purchase price equal to their Discounted Liquidation Preference.

Limitation on Certain Asset Dispositions. The Company will not, and will not permit any of its Subsidiaries to, make one or more Asset Dispositions for aggregate consideration of, or in respect of assets having an aggregate fair market value of, $5 million or more in any 12-month period, unless:

Limitation on Certain Asset Dispositions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make one or more Asset Dispositions unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration for such Asset Disposition at least equal to the fair market value of the assets sold or disposed of as determined by the Board of Directors of the Company in good faith and evidenced by a resolution of such Board of Directors filed with the Trustee; (ii) except in the case of a Permitted Asset Swap, not less than 75% of the consideration for the disposition consists of cash or

Limitation on Certain Asset Dispositions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition in one or more related transactions unless (i) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition at least equal to the fair market value of the shares or assets sold or otherwise disposed of, and 104 (ii) at least 90% of the consideration for such disposition consists of cash or Cash Equivalents.