Common use of Limitation on Disposition of Assets Clause in Contracts

Limitation on Disposition of Assets. Neither any Credit Party, nor any of its Subsidiaries, will sell, lease, sell and leaseback, transfer or otherwise dispose of any of its Property (“Asset Dispositions”) or grant any Person an option to acquire any such Property or business or any line of business, except for: (a) bona fide, arms’-length sales of Inventory to customers in the ordinary course of business; provided, however, a sale in the ordinary course of business will not include a transfer in total or partial satisfaction of Indebtedness; (b) sales or lawful transfers of Property by one Borrower in the ordinary course of business to any other Borrower so long as no Default or Event of Default then exists or would occur as a result therefrom after giving effect to such Asset Disposition; (c) the purchase, termination and re-investment of Investments that are permitted to be owned or made as described in subsections (a), (i), (j), (k) and (l) of Section 8.6 (it being understood that repayments of loans or advances that constitute Investments permitted by clauses (b), (c), (d) and (g) of Section 8.6 shall not constitute Asset Dispositions); (d) sales of delinquent Receivables (other than Eligible Receivables) in the ordinary course of business for the purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) (i) the surrender of contractual rights in the ordinary course of business or (ii) the settlement, release or surrender of any contract, tort or other litigation claims in the ordinary course of business other than the pledge by the Credit Parties of any commercial tort claim to Agent under the Borrower Security Agreement or Guarantor Security Agreement, as applicable; (f) dispositions of Equipment: (i) which has suffered a Casualty Loss or (ii) with a net book value of less than $1,000,000 in the aggregate per Fiscal Year (for all Credit Parties) for all such Equipment disposed of so long as, in each instance (i.e., under clauses (i) and (ii)), all proceeds thereof (“Disposition Proceeds”) are paid to Agent (exclusive of any Equipment which is the subject of a Permitted Lien on which Agent does not have a first priority security interest) to be applied (or allowed for re-investment by Borrowers) in accordance with Section 2.7(e); (g) sales of Receivables constituting Permitted Factoring Receivables; and (h) exchange of shares of Capital Securities of ISA for the real Property commonly known as 0000 Xxxxx Xxxx in connection with the 0000 Xxxxx Xxxx Real Property Acquisition.

Limitation on Disposition of Assets. (a) Neither any Credit Party, Borrower nor any of its Subsidiaries, Subsidiaries will sell, lease, sell and leaseback, transfer or otherwise dispose of any of its Property or business (“Asset Dispositions”) ), or grant any Person an option to acquire any such Property or business or any line of business, except for: for (ai) bona fide, arms’-length fide sales of Inventory to customers in the ordinary course of business; provided, however, a sale business and dispositions of obsolete equipment not used or useful in the ordinary course business and (ii) Asset Dispositions which satisfy the following conditions: (1) the market value of business will assets sold or otherwise disposed of in any single transaction or series of related transactions does not include a transfer exceed $1,000,000 and the aggregate market value of assets sold or otherwise disposed of in total or partial satisfaction of Indebtednessany fiscal year does not exceed $2,000,000; (b2) sales the consideration received is at least equal to the fair market value of such assets; (3) if the consideration received is not solely in cash, all non-cash consideration is pledged to Agent pursuant to documents satisfactory to Agent so that Agent has received a first priority perfected security interest in such non-cash consideration to secure the Obligations; (4) the Net Proceeds of such Asset Disposition are applied as required by Section 2.8(c); (5) after giving effect to the sale or lawful transfers other disposition of Property by one the assets included within the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrower is in compliance on a pro forma basis with the ordinary course of business to any covenants set forth in Article 7, recomputed for the most recently ended month for which information is available, and is in compliance with all other Borrower so long as terms and conditions contained in this Agreement; (6) no Default or Event of Default then exists or would occur as a shall result therefrom after giving effect to such from the Asset Disposition;; and (c7) the purchaseassets which are the subject of the Asset Disposition do not include Eligible Receivables, termination and re-investment of Investments that are permitted to be owned Eligible Inventory or made as described in subsections (a), (i), (j), (k) and (l) of Section 8.6 (it being understood that repayments of loans or advances that constitute Investments permitted by clauses any Restricted Investments. (b)) Borrower will not, (c)and will not permit any of its Subsidiaries to, (d) and (g) of Section 8.6 shall not constitute Asset Dispositions); (d) sales of delinquent Receivables (other than Eligible Receivables) in the ordinary course of business for the purposes of collection only (and not for the purpose directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any bulk sale shares, units, or securitization transaction); (e) other divisible interests of Capital Stock or other Equity Interests in any of Borrower’s Subsidiaries except (i) the surrender of contractual rights as expressly permitted elsewhere in the ordinary course of business this Agreement or (ii) to Borrower or another Subsidiary of Borrower to the settlement, release or surrender extent a Change of any contract, tort or other litigation claims in the ordinary course of business other than the pledge by the Credit Parties of any commercial tort claim to Agent under the Borrower Security Agreement or Guarantor Security Agreement, as applicable; (f) dispositions of Equipment: (i) which has suffered a Casualty Loss or (ii) with a net book value of less than $1,000,000 in the aggregate per Fiscal Year (for all Credit Parties) for all such Equipment disposed of so long as, in each instance (i.e., under clauses (i) and (ii)), all proceeds thereof (“Disposition Proceeds”) are paid to Agent (exclusive of any Equipment which is the subject of a Permitted Lien on which Agent Control does not have a first priority security interest) to be applied (or allowed for re-investment by Borrowers) in accordance with Section 2.7(e); (g) sales of Receivables constituting Permitted Factoring Receivables; and (h) exchange of shares of Capital Securities of ISA for the real Property commonly known as 0000 Xxxxx Xxxx in connection with the 0000 Xxxxx Xxxx Real Property Acquisitionresult therefrom.

Limitation on Disposition of Assets. Neither The Borrower will not, and will not permit any Credit Partyother Loan Party to, nor any of its Subsidiariesconvey, will sell, leaselease to third parties (except any time or voyage charters of Collateral Vessels) or enter into any sale-leaseback transaction, sell and leasebackassign, transfer or otherwise dispose of any Collateral Vessel, freights or earnings of any Collateral Vessel, or other significant portion of its Property property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, to any Person (“Asset Dispositions”) or grant any Person an option to acquire any such Property or business or any line of business), except forexcept: (ai) bona fide, arms’-length sales of Inventory to customers in the ordinary course of business; provided, however, a sale Asset Dispositions in the ordinary course of business will consistent with past practices, so long as such assets do not include a transfer in total or partial satisfaction of Indebtednessconstitute Collateral; (bii) sales Asset Dispositions of any Collateral Vessel (each a “Vessel Disposition”, respectively) in compliance with this Section 5.02(e) as follows: (A) The Borrower shall furnish to the Administrative Agent, as soon as available but in any event no later than fifteen (15) Business Days or lawful transfers of Property by one Borrower in such shorter period as is acceptable to the ordinary course of business Administrative Agent, prior to any other Vessel Disposition, (A) a notice of such Vessel Disposition, (B) a certificate, in form and substance satisfactory to the Administrative Agent and signed by a Responsible Officer of the Borrower so long as (w) stating the agreed net sale price for such Collateral Vessel, (x) demonstrating that the covenant set forth in Section 5.04(c) shall be met immediately after such Vessel Disposition and application of proceeds under Section 2.08(a) of this Agreement, and (y) stating that immediately after such Vessel Disposition no Default or Event of Default shall have occurred and be continuing. The Administrative Agent shall promptly notify each Lender of any notice of Vessel Disposition. (B) Upon receipt of the items required by subclause (A) above and subject to receipt of a payment in full of the applicable amount described in Section 2.08(a) in connection with such Collateral Vessel and the payment of all interest and expenses, or any other amounts then exists due, under the Finance Documents, and any costs and expenses incurred by the Administrative Agent in connection with the Vessel Disposition contemplated in this Section 5.02(e)(ii), and provided no Default or would occur Event of Default shall have occurred and be continuing as a result therefrom after giving effect to such Asset of the relevant Vessel Disposition; , the Administrative Agent (cor the Security Trustee) shall, at the purchase, termination and re-investment expense of Investments that are permitted to be owned or made as described in subsections (a)the Borrower, (i), (j), (kA) and (l) of Section 8.6 (it being understood that repayments of loans or advances that constitute Investments permitted by clauses (b), (c), (d) and (g) of Section 8.6 shall not constitute Asset Dispositions); (d) sales of delinquent Receivables (other than Eligible Receivables) in release the ordinary course of business for the purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) (i) the surrender of contractual rights in the ordinary course of business or (ii) the settlement, release or surrender of any contract, tort or other litigation claims in the ordinary course of business other than the pledge by the Credit Parties of any commercial tort claim to Agent under the Borrower Security Agreement or Guarantor Security Agreement, as applicable; (f) dispositions of Equipment: (i) which has suffered a Casualty Loss or (ii) with a net book value of less than $1,000,000 in the aggregate per Fiscal Year (for all Credit Parties) for all such Equipment disposed of so long as, in each instance (i.e., under clauses (i) and (ii)), all proceeds thereof (“Disposition Proceeds”) are paid to Agent (exclusive of any Equipment Collateral Vessel which is the subject of a Permitted Lien such notice of Vessel Disposition from the relevant Ship Mortgage, and (B) execute such other release documents relating to such Collateral Vessel as may be reasonably requested by the Borrower. Each Lender agrees that the Administrative Agent shall be entitled to rely on which any document submitted to it by the Borrower hereunder and that no approval of any Lender need be obtained in advance of any Vessel Disposition provided for in this Section 5.02(e)(ii), provided the requirements set forth in this Section 5.02(e)(ii) have been met concurrently with such Vessel Disposition. The Borrower agrees to prepare all release documents described herein for review by the Administrative Agent does not have a first priority security interest) and shall procure that the insurances respecting the relevant Collateral Vessel be amended to be applied (or allowed for re-investment by Borrowers) terminate the interest of the applicable Vessel Owning Subsidiary and any other Loan Party in accordance with Section 2.7(e); (g) sales of Receivables constituting Permitted Factoring Receivables; and (h) exchange of shares of Capital Securities of ISA for the real Property commonly known as 0000 Xxxxx Xxxx in connection with the 0000 Xxxxx Xxxx Real Property Acquisitionsuch insurances and remove such Collateral Vessel from any fleet policy.

Limitation on Disposition of Assets. Neither any Credit Partythe Issuer nor Perpetual Healthcare shall, nor and neither shall suffer or permit any of its Subsidiariesrespective Subsidiaries to, will directly or indirectly, sell, assign, lease, sell and leasebackconvey, transfer or otherwise dispose of (whether in one or a series of transactions, each a "Disposition") any of its Property (“Asset Dispositions”) or grant any Person an option to acquire any such their respective Property or business assets or enter into any line agreement to do any of business, except forthe foregoing except: (a) bona fideDispositions of Cash and Cash Equivalents; (b) Dispositions of inventory, arms’-length sales of Inventory to customers or used, worn-out or surplus property (including leasehold property interests), all in the ordinary course of business; provided, however, a sale in the ordinary course of business will not include a transfer in total or partial satisfaction of Indebtedness; (b) sales or lawful transfers of Property by one Borrower in the ordinary course of business to any other Borrower so long as no Default or Event of Default then exists or would occur as a result therefrom after giving effect to such Asset Disposition; (c) the purchase, termination and re-investment sale of Investments equipment that are permitted to be owned is obsolete or made as described in subsections (a), (i), (j), (k) and (l) no longer useful for the purposes of Section 8.6 (it being understood that repayments of loans or advances that constitute Investments permitted by clauses (b), (c), (d) and (g) of Section 8.6 shall not constitute Asset Dispositions)carrying on Permitted Business; (d) sales of delinquent Receivables (other than Eligible Receivables) in the ordinary course of business for the purposes of collection only (and not for the purpose of any bulk sale surrender or securitization transaction); (e) (i) the surrender waiver of contractual rights in the ordinary course of business or (ii) the settlement, release or surrender of any contract, tort contractual rights or other litigation claims claims; (e) leases, assignments, subleases, licenses, or sublicenses, in each case which do not materially interfere with the ordinary course business of business other than the pledge by the Credit Parties Issuer, Perpetual Healthcare or any of any commercial tort claim to Agent under the Borrower Security Agreement or Guarantor Security Agreement, as applicabletheir respective Subsidiaries; (f) dispositions of Equipment: (i) which has suffered Dispositions from the Issuer to a Casualty Loss Guarantor or (ii) with from a net book value of less than $1,000,000 in Guarantor to the aggregate per Fiscal Year (for all Credit Parties) for all such Equipment disposed of so long as, in each instance (i.e., under clauses (i) and (ii)), all proceeds thereof (“Disposition Proceeds”) are paid to Agent (exclusive of any Equipment which is the subject of a Permitted Lien on which Agent does not have a first priority security interest) to be applied (Issuer or allowed for re-investment by Borrowers) in accordance with Section 2.7(e)another Guarantor; (g) sales other Dispositions of Receivables constituting Permitted Factoring Receivablesassets not covered by clauses (a) – (f) provided that: (i) the consideration received reflects the Fair Market Value of the Property sold; (ii) no Default exists at the time of such Disposition or would arise immediately thereafter as a result of such disposition; and (hiii) exchange the Net Proceeds of shares such Dispositions of Capital Securities assets are, as applicable, applied in accordance with Section 3.7(d). Notwithstanding the foregoing, neither the Issuer nor Perpetual Healthcare shall, and neither shall suffer any of ISA for the real Property commonly known as 0000 Xxxxx Xxxx in connection with the 0000 Xxxxx Xxxx Real Property Acquisitionits respective Subsidiaries to, effect any securitization of receivables.

Limitation on Disposition of Assets. Neither Except in connection with any Credit Partytransaction permitted by Section 6.01 or in connection with any Permitted Lien, nor any of its Subsidiariesconvey, will sell, lease, sell and leasebackassign, transfer or otherwise dispose of any of its Property assets (“Asset Dispositions”) or grant any Person an option to acquire any such Property or business or any line including equipment, inventory and other physical assets of businesssimilar nature), except for: other than (a) bona fideEnergy-Related Products, arms’-length sales steam, emissions credits, ash and other coal process by-products, scrap metal and other scrap materials, and excess fuel conveyed, sold, leased, assigned, transferred or otherwise disposed of Inventory to customers in the ordinary course of any Borrower Entity's business, (b) such assets that are replaced within 120 days by other assets of like utility in any Borrower Entity's business; provided, that, this clause (b) above shall not permit any sale of assets for an aggregate sales price in excess of $10,000,000 in any calendar year during the term hereof, (c) obsolete or surplus assets or assets not required in connection with the operation of the Portfolio Assets and (d) assets that do not have, in any single transaction or related series of transactions, an aggregate sales price in excess of $25,000,000; provided, however, a sale the Lead Arrangers may waive the limitation set forth in this clause (d) in connection with any conveyance, sale, lease assignment, transfer or disposition of assets in any single transaction or series of related transactions with aggregate proceeds in excess of $25,000,000 so long as the ordinary course proceeds thereof are applied to the prepayment of business will not include a transfer in total or partial satisfaction Acquisition Loans. All proceeds of Indebtedness; any disposition of such assets pursuant to clauses (a) and (b) sales or lawful transfers above shall be deposited into the Revenue Account for application therefrom in accordance with the Deposit Account Agreement. All proceeds of Property any disposition of such assets pursuant to clauses (c) and (d) above shall be applied to the prepayment of Loans to the extent required under Section 2.07(a) and shall be deposited into the Extraordinary Proceeds Account pursuant to the Deposit Account Agreement. Notwithstanding the foregoing, Twelvepole shall be permitted (i) to transfer transmission assets back to American Electric Power Service Corporation in accordance with the Ceredo Interconnection and Operation Agreement and (ii) to transfer interests in Ceredo to the County Commission of Wayne County, West Virginia, in accordance with the terms and provisixxx xf the Ceredo Lease Agreement as in effect on the Ceredo Effective Date, without waiver of any condition precedent to the obligations of Twelvepole thereunder (except as may be approved by one the Lead Arrangers); provided that, contemporaneously with any such transfer to the County Commission of Wayne County, West Virginia, the Borrower shall deliver to the Adminixxxxxive Agent (to be held as Collateral for the benefit of the Secured Parties, in accordance with the ordinary course of business to any other Borrower so Security Documents) all bonds issued under the Ceredo Bond Indenture and delivered in connection therewith, accompanxxx xx xxxxted assignments executed in blank. So long as no Default (except to the extent waived by the Lead Arrangers for the purposes of this sentence) or Event of Default then exists or would occur as a result therefrom after giving effect (except to such Asset Disposition; (c) the purchase, termination and re-investment of Investments that are permitted to be owned or made as described in subsections (a), (i), (j), (k) and (l) of Section 8.6 (it being understood that repayments of loans or advances that constitute Investments permitted extent waived by clauses (b), (c), (d) and (g) of Section 8.6 shall not constitute Asset Dispositions); (d) sales of delinquent Receivables (other than Eligible Receivables) in the ordinary course of business Lead Arrangers for the purposes of collection only (this sentence) shall have occurred and not for be continuing, the purpose Lenders agree, and authorize the Administrative Agent acting on their behalf, in connection with any such transfer of any bulk sale or securitization transaction); (e) (i) interests in Ceredo in accordance with the surrender Ceredo Lease Agreement, to release 107 the lien of contractual rights the Twelvepole Mortgage in the ordinary course respect of business or (ii) the settlementsuch interests, release or surrender of any contract, tort or other litigation claims in the ordinary course of business other than the pledge subject to receipt by the Credit Parties Administrative Agent of any commercial tort claim to Agent under the Borrower Security Agreement or Guarantor Security Agreement, as applicable; (f) dispositions of Equipment: (i) which has suffered a Casualty Loss or (ii) with a net book value of less than $1,000,000 in the aggregate per Fiscal Year (for all Credit Parties) for all such Equipment disposed of so long asevidence, in each instance form and substance reasonably satisfactory to the Administrative Agent (i.e., under clauses (i) and (ii)which may involve the issuance or verification of a mortgagee's policy of title insurance and/or opinions of counsel), all proceeds thereof (“Disposition Proceeds”) are paid to Agent (exclusive of any Equipment which is the subject creation or reservation of a Permitted Lien on which Agent does not have a first priority perfected lien and security interest) to be applied (or allowed for re-investment by Borrowers) interest on and in accordance with Section 2.7(e); (g) sales of Receivables constituting Permitted Factoring Receivables; and (h) exchange of shares of Capital Securities of ISA for Twelvepole's leasehold interest under the real Property commonly known as 0000 Xxxxx Xxxx Ceredo Lease Agreement in connection with the 0000 Xxxxx Xxxx Real Property Acquisitionproperty so transferred.