Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of (i) cash, Cash Equivalents or Investment Grade Securities or (ii) other Property that the Company (or any Restricted Subsidiary of the Company) reasonably determines is no longer used or useful in its business, has become obsolete, damaged or surplus or is replaced in the ordinary course of business, including the lease or sublease of excess or unneeded real property not constituting a sale and leaseback;
(b) the sale of inventory in the ordinary course of business;
(c) Dispositions permitted by Section 7.04(b); provided that promptly after any such Disposition of any Property to the Company or a Subsidiary Guarantor, all actions reasonably required by the Collateral Agent shall be taken to insure the perfection and priority of the Liens created by the Security Documents on such Property;
(d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Company or any Subsidiary Guarantor or in the case of any Restricted Subsidiary that is not a Subsidiary Guarantor, to any other Restricted Subsidiary;
(e) Dispositions from (i) the Company or a Subsidiary Guarantor to the Company or another Subsidiary Guarantor; provided that promptly after any such Disposition, all actions reasonably requested by the Collateral Agent shall be taken to insure the continued perfection and priority of the Liens created by the Security Documents on such Property and assets, (ii) from a Restricted Subsidiary that is not a Subsidiary Guarantor to the Company or any other Restricted Subsidiary or (iii) from a Loan Party to a Restricted Subsidiary that is not a Loan Party;
(f) discounts, adjustments or forgiveness of accounts receivable and other contract claims in the ordinary course of business or in connection with collection or compromise thereof;
(g) subject to the proviso below, unlimited Dispositions for Fair Market Value;
(h) any Recovery Event;
(i) Dispositions resulting from any taking or condemnation of any property of the Company or any of its Restricted Subsidiaries;
(j) Sale and Lease-Back Transactions permitted under Section 7.10;
(k) to the extent constituting Dispositions, Investments permitted under Section 7.07 and Restricted Payments permitted under ...
Limitation on Disposition of Property. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of obsolete or worn out property in the ordinary course of business or consistent with past practice;
(b) the sale of inventory and other assets held for sale in the ordinary course of business or consistent with past practice;
(c) Dispositions permitted by Section 6.4 (other than Section 6.4(b)(ii));
(d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock (other than any Borrower’s Capital Stock) to any Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided, that the Guarantors’ collective ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary;
(e) [reserved];
(f) the Disposition of cash or Cash Equivalents or investment grade securities;
(i) the license or sub-license of Intellectual Property in the ordinary course of business or consistent with past practice and (ii) the lapse or abandonment in the ordinary course of business or consistent with past practice of any registrations or applications for registration of any Intellectual Property;
(h) the lease, sublease, license or sublicense of property as described in Section 6.3(i);
(i) the Disposition of surplus or other property no longer used or useful in the business of the Group Members in the ordinary course of business or consistent with past practice;
(j) the Disposition of other assets (including the issuance or sale of any shares of a Restricted Subsidiary’s Capital Stock) from and after the Closing Date, so long as (i) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $8.0 million, (A) at least 75.0% of the consideration therefor is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the Group Members, taken as a whole and (B) such Disposition is made at fair value (as determined in good faith by Parent) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Disposition; provided, that (A) any liabilities (as shown on Parent’s or such Restricted Subsid...
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, except:
(a) the Disposition of obsolete or worn out property in the ordinary course of business;
(b) the sale of inventory in the ordinary course of business;
(c) Dispositions permitted by Sections 6.03(c) and (d);
(d) any Recovery Event, provided, that the requirements of Section 2.11(c) are complied with in connection therewith;
(e) each of the Company and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction;
(f) the Scheduled Dispositions, so long as (i) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value therefor, (ii) the consideration received by the Company or its relevant Subsidiary consists solely of cash and is paid at the time of the closing of such sale, and (iii) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c);
(g) Permitted Sale-Leaseback Transactions permitted by Section 6.10;
(h) the Disposition of other assets (other than the Capital Stock of any Wholly-Owned Subsidiary, unless all of the Capital Stock of such Wholly-Owned Subsidiary is sold in accordance with this clause (i)) having a Fair Market Value not to exceed 5% of Consolidated Total Assets (calculated as of the most recent fiscal period for which financial statements have been delivered pursuant to Section 5.01) in the aggregate for any fiscal year of the Company, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value, (iii) the consideration is paid at the time of the closing of such Disposition, and (iv) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c);
(i) the Company or any Subsidiary may (i) sell or pledge Permitted Receivables Facility Assets pursuant to Permitted Receivables Facilities and (ii) may sell accounts receivable and notes receivable pursuant to Permitted Factoring Transactions in an aggregate face amount not to exceed, ...
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition (other than to the Parent, Holdings or SBA I) in the ordinary course of business of obsolete or worn out property, or surplus real property not needed in the Borrower’s business;
(b) the sale of inventory in the ordinary course of business (including, without limitation, the leasing of space on Towers) and the sale of accounts receivable in the ordinary course of business which, in the reasonable discretion of the Borrower, should be sold to a collection agency in connection with the compromise or collection thereof not to exceed $1,000,000 in the aggregate for any fiscal year of the Borrower;
(c) Dispositions permitted by Section 7.4(b) and Dispositions of Cash Equivalents;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor;
(e) the Disposition (other than to the Parent, Holdings or SBA I) of other assets having a fair market value not to exceed $1,000,000 in the aggregate for any fiscal year of the Borrower;
(f) the Disposition (other than to the Parent, Holdings or SBA I) of Towers in exchange for Towers with Total Tower Revenue at least equal in amount to the revenue of such Disposed Towers;
(g) any Asset Sale (other than to the Parent, Holdings or SBA I), including, without limitation, pursuant to the Second Securitization Arrangements, or Recovery Event, provided, (x) in each case, that the requirements of Section 2.7(a), 2.7(b) or, in the case of Asset Sales pursuant to the Second Securitization Arrangements, 2.7(d), as applicable, are complied with in connection therewith and (y) in the case of any Asset Sale, at least 90% of the consideration payable for such Asset Sale is paid in cash on the date of such Disposition;
(h) Dispositions of (i) non-Qualified Towers, (ii) work-in-progress related to cancelled sites, (iii) assets related to the Services Business, provided that, in each case, requirements of Section 2.7(c) are complied with; and
(i) the Disposition of Towers or Tower sites by the Borrower or any of its Subsidiaries to the Borrower or a Subsidiary Guarantor.
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, except:
(a) the Disposition of obsolete or worn out property in the ordinary course of business;
(b) the sale of inventory in the ordinary course of business;
(c) Dispositions permitted by Sections 6.03(a), (b), (c), (d), (f) and (g) and Investments permitted by Section 6.07(f);
(d) any Recovery Event, provided, that the requirements of Section 2.11(c) are complied with in connection therewith;
(e) each of the Company and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction;
(f) the Scheduled Dispositions, so long as (i) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value therefor, (ii) the consideration received by the Company or its relevant Subsidiary consists solely of cash and is paid at the time of the closing of such sale, and (iii) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c);
(g) Permitted Sale-Leaseback Transactions permitted by Section 6.10;
(h) the Disposition of other assets (other than the Capital Stock of any Wholly Owned Subsidiary, unless all of the Capital Stock of such Wholly Owned Subsidiary is sold in accordance with this clause (h)) having a Fair Market Value not to exceed 5% of Consolidated Total Assets (calculated as of the most recent fiscal period for which financial statements have been delivered pursuant to Section 5.01) in the aggregate for any fiscal year of the Company, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) each such Disposition is in an arm’s-length transaction and the Company or the respective Subsidiary receives at least Fair Market Value, (iii) the consideration is paid at the time of the closing of such Disposition, and (iv) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.11(c);
(i) the Company or any Subsidiary may (i) sell or pledge Permitted Receivables Facility Assets pursuant to Permitted Receivables Facilities and (ii) may sell accounts receivable and notes receivable pursuant to Permitted F...
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of obsolete or worn out property in the ordinary course of business;
(i) the sale of inventory in the ordinary course of business and (ii) the leasing, as lessor, of facilities in the ordinary course of business under leases providing to the lessor lease income that contributes to Consolidated EBITDA an amount substantially equivalent to the contribution of such facilities to Consolidated EBITDA if such facilities were operated by the Borrower;
(c) Dispositions permitted by Section 7.4(b);
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor;
(e) the Disposition in the ordinary course of business of Cash Equivalents and other investment securities;
(f) the Disposition of Property of the Borrower or any Restricted Subsidiary in an asset swap; provided, (i) that the amount of Consolidated EBITDA attributable to any Property so Disposed of by the Borrower or any Restricted Subsidiary, for the period of four consecutive fiscal quarters most recently ended prior to the date of such Disposition, does not exceed $5,000,000 and (ii) the amount of Consolidated EBITDA attributable to the Property acquired by the Borrower or any Restricted Subsidiary in such asset swap, for the period of four consecutive fiscal quarters most recently ended prior to the date of such Disposition, is not less than 90% of the Consolidated EBITDA for such period of the asset swapped by the Borrower or such Restricted Subsidiary;
(g) the Disposition of Transferred Properties of the Borrower and its Restricted Subsidiaries in transactions resulting in the receipt by the Borrower and its Restricted Subsidiaries of the fair market value of the Transferred Properties, it being understood that the Disposition of the Transferred Properties for the purchase price contained in option purchase agreements existing on June 28, 2002 and previously disclosed to the Administrative Agent shall constitute fair market value;
(h) the Disposition of notes or other non-cash consideration received as consideration in connection with Dispositions permitted pursuant to clause (g) of this Section;
(i) the Disposition of other assets in sales for fair market value; pro...
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of obsolete or worn out property in the ordinary course of business;
(b) the sale of inventory and the Disposition of cash and Cash Equivalents in the ordinary course of business;
(c) Dispositions permitted by Section 6.4;
(d) the sale or issuance of any Subsidiary’s Capital Stock to (i) the Borrower or any Subsidiary Guarantor or (ii) a Subsidiary that is not a Subsidiary Guarantor to the extent permitted by Section 6.8;
(e) the Disposition of other assets in any fiscal year of the Borrower that contributed, in the aggregate, not more than 20% of Consolidated EBITDA for the prior fiscal year; provided that in the case of each such Disposition, the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.1 after giving effect to such Disposition (determined on the assumption that such Disposition and the repayment of any Indebtedness resulting therefrom had occurred on the first day of the relevant period measured by such covenants);
(f) any Disposition constituting a Recovery Event; and
(g) Dispositions of Intellectual Property that in the exercise of its reasonable business judgment, the Borrower has determined are not of material value to the business of the Borrower and its Subsidiaries, taken as a whole.
Limitation on Disposition of Property. The Borrower shall not, and each of WTI, LP and the Borrower shall not permit any of the Borrower's Subsidiaries to, directly or indirectly, Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary of WTI, issue or sell any shares of such Subsidiary's Capital Stock to any Person, except:
(a) the Disposition of obsolete or worn out property in the ordinary course of business;
(b) Dispositions permitted by Sections 7.4(d), 7.4(e) and 7.4(f);
(c) the sale or issuance of (i) any Subsidiary's Capital Stock (other than Disqualified Stock) to the Borrower or any Subsidiary Guarantor, (ii) the Borrower's Capital Stock (other than Disqualified Stock) to WTI or LP or (iii) LP's Capital Stock (other than Disqualified Stock) to WTI;
(d) the Disposition by the Borrower or any of its Subsidiaries of other assets (except the Xxxxxx County Bonds) having a fair market value not to exceed $5,000,000 in the aggregate for any fiscal year of the Borrower;
(e) any Recovery Event, provided, that the requirements of Section 2.12(b) are complied with in connection therewith;
(f) the license (or sublicense) of Intellectual Property in the ordinary course of business, consistent with past practice;
(g) Dispositions of equipment in exchange for upgraded equipment of reasonably equivalent or greater value in the ordinary course of business; and
(h) Dispositions of Securitization Assets to one or more Securitization Subsidiaries in connection with a Permitted Securitization.
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
(a) the Disposition of obsolete or worn out property in the ordinary course of business;
(b) the sale of inventory in the ordinary course of business;
(c) Dispositions permitted by Section 6.4(b);
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor;
(e) the Disposition of other assets in any fiscal year of the Borrower that contributed, in the aggregate, not more than 20% of Consolidated EBITDA for the prior fiscal year; provided that (i) in the case of each such Disposition, the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.1 after giving effect to such Disposition (determined on the assumption that such Disposition and the repayment of any Indebtedness resulting therefrom had occurred on the first day of the relevant period measured by such covenants) and (ii) in the case of any such Disposition yielding net cash proceeds of $1,000,000 or more, the Administrative Agent shall have received a certificate of a Responsible Officer to the effect set forth in the foregoing clause (i) and showing calculations thereof; and
(f) any Disposition constituting a Recovery Event.
Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:
