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.
Appears in 3 contracts
Samples: Credit Agreement (B&G Foods, Inc.), Revolving Credit Agreement (B&g Foods Holdings Corp), Revolving Credit Agreement (Polaner Inc)
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 '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 '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 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 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, provided, that the requirements of Section 2.7(b) are complied with in connection therewith.
Appears in 2 contracts
Samples: Revolving Credit Agreement (B&g Foods Inc), Term Loan Agreement (B&g Foods Inc)
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 '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 '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 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 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 constituted by a Recovery Event, provided, that the requirements of Section 2.7(b) are complied with in connection therewith.
Appears in 2 contracts
Samples: Revolving Credit Agreement (B&g Foods Inc), Term Loan Agreement (B&g Foods Inc)