Common use of Limitation on Sale/Leaseback Transactions Clause in Contracts

Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not permit any Principal Domestic Subsidiary to, enter into any Sale/Leaseback Transaction with any Person (other than the Company or a Subsidiary) unless: (a) the Company or such Principal Domestic Subsidiary would be entitled to incur Debt in a principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the Securities pursuant to such covenant; or (b) within a period commencing 12 months prior to the consummation of such Sale/Leaseback Transaction and ending 12 months after the consummation thereof, the Company or any Subsidiary shall have applied an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction (with any such amount not being so applied to be subject to Section 4.09(a)): (1) to the voluntary defeasance or retirement of any Securities or any Funded Debt; or (2) to the acquisition, construction, improvement or expansion of one or more Principal Properties. For these purposes, the net proceeds of a Sale/Leaseback Transaction means an amount equal to the greater of (i) the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and (ii) the fair value, as determined by the Board of Directors of the Company and evidenced by a Board Resolution, of such property at the time of entering into such Sale/Leaseback Transaction.

Limitation on Sale/Leaseback Transactions. (a) The Company shall will not, and shall will not permit any Principal Domestic Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with sale-leaseback transaction involving any Person (other than of its assets or properties whether now owned or hereafter acquired, whereby the Company or a Restricted Subsidiary sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which the Company or such Restricted Subsidiary, as the case may be, intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred. (b) unlessThe foregoing restriction does not apply to any sale-leaseback transaction with respect to assets or properties if: (a1) the Company or such Principal Domestic Subsidiary would be entitled to incur Debt Restricted Subsidiary, as applicable, could have (a) Incurred Indebtedness in a principal an amount equal to the Attributable Debt with respect relating to such Sale/Leaseback Transaction secured by sale-leaseback transaction under Section 4.09(a) hereof and (b) incurred a Lien on the property subject to secure such Sale/Leaseback Transaction Indebtedness pursuant to Section 4.08 without equally and ratably securing 4.12 hereof; (2) the Securities pursuant gross cash proceeds of such sale-leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of such covenantsale-leaseback transaction; or (b3) within a period commencing 12 months prior to the consummation transfer of assets in such Sale/Leaseback Transaction sale-leaseback transaction is permitted by, and ending 12 months after the consummation thereof, the Company or such Restricted Subsidiary, as applicable, applies the proceeds received from such sale-leaseback transaction in compliance with, Section 4.10 hereof; provided, that the foregoing restriction shall not apply to any Subsidiary shall have applied an amount equal sale-leaseback transaction with respect to all cell towers or Airborne Equipment entered into by the Company or a portion Restricted Subsidiary in the ordinary course of the net proceeds of such Sale/Leaseback Transaction (with any such amount not being so applied to be subject to Section 4.09(a)): (1) to the voluntary defeasance or retirement of any Securities or any Funded Debt; or (2) to the acquisition, construction, improvement or expansion of one or more Principal Properties. For these purposes, the net proceeds of a Sale/Leaseback Transaction means an amount equal to the greater of (i) the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and (ii) the fair value, as determined by the Board of Directors of the Company and evidenced by a Board Resolution, of such property at the time of entering into such Sale/Leaseback Transactionits business.

Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not permit any Principal Domestic Subsidiary to, enter into any Sale/Leaseback Transaction with any Person (other than the Company or a Subsidiary) unless: (a) the Company or such Principal Domestic Subsidiary would be entitled to incur Debt in a principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the Securities pursuant to such covenant; or (b) within a period commencing 12 six months prior to the consummation of such Sale/Leaseback Transaction and ending 12 six months after the consummation thereof, the Company or any Subsidiary shall have applied an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction (with any such amount not being so applied to be subject to Section 4.09(a)): (1) to the voluntary defeasance or retirement of any Securities or any Funded Debt; or (2) to the acquisition, exploration, drilling, development, construction, improvement or expansion of one or more Principal Properties. For these purposes, the net proceeds of a Sale/Leaseback Transaction means an amount equal to the greater of (i) the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and (ii) the fair value, as determined by the Board of Directors of the Company and evidenced by a Board Resolution, of such property at the time of entering into such Sale/Leaseback TransactionTransaction (in either case adjusted to reflect the remaining term of the lease).

Limitation on Sale/Leaseback Transactions. The Company Guarantor shall not, and shall not permit any Principal Domestic Subsidiary to, enter into any Sale/Leaseback Transaction with any Person (other than the Company Guarantor or a Subsidiary) unless: (a) the Company Guarantor or such Principal Domestic Subsidiary would be entitled to incur Debt in a principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the Securities pursuant to such covenant; or (b) within a period commencing 12 six months prior to the consummation of such Sale/Leaseback Transaction and ending 12 six months after the consummation thereof, the Company Guarantor or any Subsidiary shall have applied an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction (with any such amount not being so applied to be subject to Section 4.09(a)): (1) to the voluntary defeasance or retirement of any Securities or any Funded Debt; or (2) to the acquisition, exploration, drilling, development, construction, improvement or expansion of one or more Principal Properties. For these purposes, the net proceeds of a Sale/Leaseback Transaction means an amount equal to the greater of (i) the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and (ii) the fair value, as determined by the Board of Directors of the Company Guarantor and evidenced by a Board Resolution, of such property at the time of entering into such Sale/Leaseback TransactionTransaction (in either case adjusted to reflect the remaining term of the lease).

Limitation on Sale/Leaseback Transactions. The Company Guarantor shall not, and shall not permit any Principal Domestic Subsidiary to, enter into any Sale/Leaseback Transaction with any Person (other than the Company Guarantor or a Subsidiary) unless: (a) the Company Guarantor or such Principal Domestic Subsidiary would be entitled to incur Debt in a principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the Securities pursuant to such covenant; or (b) within a period commencing 12 months prior to the consummation of such Sale/Leaseback Transaction and ending 12 months after the consummation thereof, the Company Guarantor or any Subsidiary shall have applied an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction (with any such amount not being so applied to be subject to Section 4.09(a)): (1) to the voluntary defeasance or retirement of any Securities or any Funded Debt; or (2) to the acquisition, exploration, drilling, development, construction, improvement or expansion of one or more Principal Properties. For these purposes, the net proceeds of a Sale/Leaseback Transaction means an amount equal to the greater of (i) the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and (ii) the fair value, as determined by the Board of Directors of the Company Guarantor and evidenced by a Board Resolution, of such property at the time of entering into such Sale/Leaseback Transaction.

Limitation on Sale/Leaseback Transactions. The Company shall will not, and shall will not permit any Principal Domestic Significant Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any Person (other than the Company or a Subsidiary) property unless: (a) the Company or such Principal Domestic Significant Subsidiary would be entitled to incur Debt in a principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by create a Lien on the any such property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the Securities pursuant to such covenantSection 4.03; or (b) the Company, within a period commencing 12 months prior to the consummation 360 days after completion of such Sale/Leaseback Transaction and ending 12 months after the consummation thereofTransaction, the Company or any Subsidiary shall have applied an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction (with any such amount not being so applied to be subject to Section 4.09(a)): (1) to the voluntary defeasance or retirement of any Securities or any Funded Debt; or (2) to the acquisition, construction, improvement or expansion of one or more Principal Properties. For these purposes, the net proceeds of a Sale/Leaseback Transaction means applies an amount equal to the greater of (i) the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and fair value (ii) the fair value, as determined by the Board of Directors of the Company and evidenced by a Board Resolution, Directors) of such property at or (ii) the time of entering into net proceeds from such Sale/Leaseback TransactionTransaction to the redemption or retirement of the Securities or the repayment of other Indebtedness ranking pari passu with the Securities. In lieu of applying any or all of the net proceeds from such Sale/Leaseback Transaction to the redemption or retirement of Indebtedness, the Company may deliver Securities to the Trustee for cancelation and reduce the amount to be applied to the redemption of Securities by an amount equal to the aggregate principal amount of Securities delivered. The foregoing shall not apply to any Sale/Leaseback Transaction (a) between the Company and any one of its Subsidiaries, (b) between Subsidiaries of the Company or (c) involving a lease for a period, including renewal periods, optional or otherwise, not in excess of four years.

Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not permit any Principal Domestic Subsidiary to, enter into any a Sale/Leaseback Transaction with respect to any Person (other than Property unless at least one of the Company or a Subsidiary) unlessfollowing conditions is satisfied: (ai) the lease is between the Company and a Subsidiary or between Subsidiaries; provided, however, that any subsequent transfer of such Principal Domestic lease or any subsequent issuance or transfer of any Capital Stock which results in any such Subsidiary would ceasing to be entitled a Subsidiary shall be deemed to incur Debt in a principal amount equal to constitute the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the Securities pursuant to such covenant; or (b) within a period commencing 12 months prior to the consummation entering into of such Sale/Leaseback Transaction and ending 12 months by the parties thereto; (ii) the Company or such Subsidiary could create a Lien under Section 10.4 hereof on the Property to secure Debt in an amount at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction; or (iii) the Company or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to at least 75% of the net proceeds thereof, to (x) the retirement, within 270 days after the consummation thereofeffective date of such Sale/Leaseback Transaction, of Debt of the Company ranking at least pari passu in priority of payment with the Notes and owing to a Person other than the Company or an affiliate of the Company or (y) to the purchase, construction or improvement of Property used by the Company or any Subsidiary shall have applied an amount equal to all or a portion in the ordinary course of business; and, in the net proceeds of such Sale/Leaseback Transaction (with any such amount not being so applied to be subject to Section 4.09(a)): (1) to the voluntary defeasance or retirement of any Securities or any Funded Debt; or (2) to the acquisition, construction, improvement or expansion of one or more Principal Properties. For these purposes, the net proceeds case of a Sale/Leaseback Transaction means an amount equal to the greater of (i) the net proceeds of the sale or transfer of otherwise than for cash, the property leased in such Sale/Leaseback Transaction and (ii) the fair value, as determined Property received by the Board Company or such Subsidiary shall be used or useful in the ordinary course of Directors business of the Company and evidenced by or any Subsidiary. The foregoing restrictions shall not apply to transactions providing for a Board Resolutionlease for a term, including any renewal thereof, of such property at the time of entering into such Sale/Leaseback Transactionnot more than three years.

Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not permit any Principal Domestic Subsidiary of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction with respect to any Person (other than the Company or a Subsidiary) property unless: (a1) the Company or such Principal Domestic Restricted Subsidiary, as the case may be, receives consideration in respect of such Sale/Leaseback Transaction at least equal to the fair market value, as measured for the transaction taken as whole (as evidenced by a resolution of the Board of Directors of the Company), of the property subject to such transaction; (2) the Company or such Restricted Subsidiary would be entitled to incur Debt could have Incurred Indebtedness in a principal an amount equal to the Attributable Debt with Indebtedness in respect to of such Sale/Leaseback Transaction secured by pursuant to Section 3.2 (without giving effect to clause (2) of the first paragraph thereof); (3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the Securities pursuant to such covenantSection 3.6; orand (b4) within a period commencing 12 months prior the Sale/Leaseback Transaction is treated as an Asset Disposition and all of the conditions of this Indenture described in Section 3.5 (including the provisions concerning the application of Net Available Cash) are satisfied with respect to the consummation of such Sale/Leaseback Transaction and ending 12 months after the consummation thereofTransaction, the Company or any Subsidiary shall have applied an amount equal to treating all or a portion of the net proceeds of such Sale/Leaseback Transaction (with any such amount not being so applied to be subject to Section 4.09(a)): (1) to the voluntary defeasance or retirement of any Securities or any Funded Debt; or (2) to the acquisition, construction, improvement or expansion of one or more Principal Properties. For these purposes, the net proceeds of a Sale/Leaseback Transaction means an amount equal to the greater of (i) the net proceeds of the sale or transfer of the property leased consideration received in such Sale/Leaseback Transaction and (ii) as Net Available Cash for purposes of such covenant; provided, that in the fair value, as determined case of assets disposed of in a Sale/Leaseback Transaction that occurs within 270 days of the acquisition of such assets by the Board of Directors of Company or any Restricted Subsidiary, such Net Available Cash shall be reduced by the amount paid (or payable) by the Company and evidenced by a Board Resolution, of its Restricted Subsidiaries for such property at the time of entering into such Sale/Leaseback Transactionassets.

Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not permit any Principal Domestic Subsidiary to, enter into any Sale/Leaseback Transaction with any Person (other than the Company or a Subsidiary) unless: (a) the Company or such Principal Domestic Subsidiary would be entitled to incur Debt in a principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the Securities pursuant to such covenant; or (b) within a period commencing 12 months prior to the consummation of such Sale/Leaseback Transaction and ending 12 months after the consummation thereof, the Company or any Subsidiary shall have applied an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction (with any such amount not being so applied to be subject to Section 4.09(a)): (1) to the voluntary defeasance or retirement of any Securities or any Funded Debt; or (2) to the acquisition, exploration, drilling, development, construction, improvement or expansion of one or more Principal Properties. For these purposes, the net proceeds of a Sale/Leaseback Transaction means an amount equal to the greater of (i) the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and (ii) the fair value, as determined by the Board of Directors of the Company and evidenced by a Board Resolution, of such property at the time of entering into such Sale/Leaseback Transaction.

Limitation on Sale/Leaseback Transactions. The Company Guarantor shall not, and shall not permit any Principal Domestic Subsidiary to, enter into any Sale/Leaseback Transaction with any Person (other than the Company Guarantor or a Subsidiary) unless: (a) the Company Guarantor or such Principal Domestic Subsidiary would be entitled to incur Debt in a principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the Securities pursuant to such covenant; or (b) within a period commencing 12 months prior to the consummation of such Sale/Leaseback Transaction and ending 12 months after the consummation thereof, the Company Guarantor or any Subsidiary shall have applied an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction (with any such amount not being so applied to be subject to Section 4.09(a)): (1) to the voluntary defeasance or retirement of any Securities or any Funded Debt; or (2) to the acquisition, construction, improvement or expansion of one or more Principal Properties. For these purposes, the net proceeds of a Sale/Leaseback Transaction means an amount equal to the greater of (i) the net proceeds of the sale or transfer of the property leased in such Sale/Leaseback Transaction and (ii) the fair value, as determined by the Board of Directors of the Company Guarantor and evidenced by a Board Resolution, of such property at the time of entering into such Sale/Leaseback Transaction.

Limitation on Sale/Leaseback Transactions. (a) The Company shall not, and shall not permit any Principal Domestic Restricted Subsidiary to, enter into any engage in a Sale/-Leaseback Transaction with any Person (other than the Company or a Subsidiary) Transaction, unless: (a1) such Sale-Leaseback Transaction occurs within 360 days from the Company date of acquisition of the Principal Domestic Property subject thereto or the date of the completion of construction or commencement of full operations on such Principal Domestic Subsidiary would be entitled to incur Debt in a principal amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the Securities pursuant to such covenant; or (b) within a period commencing 12 months prior to the consummation of such Sale/Leaseback Transaction and ending 12 months after the consummation thereofProperty, the Company or any Subsidiary shall have applied an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction (with any such amount not being so applied to be subject to Section 4.09(a)): (1) to the voluntary defeasance or retirement of any Securities or any Funded Debtwhichever is later; or (2) the Company or such Restricted Subsidiary, within 120 days after such Sale-Leaseback Transaction, applies or causes to be applied to the acquisition, construction, improvement retirement of Funded Debt (other than Funded Debt which by its terms or expansion the terms of one or more Principal Properties. For these purposes, the net proceeds instrument pursuant to which it was issued is subordinate in right of a Sale/Leaseback Transaction means payment to the Securities) an amount equal to not less than the greater of (ix) the net proceeds of the sale of such Principal Domestic Property or transfer of the property leased in such Sale/Leaseback Transaction and (iiy) the fair value, value (as determined in any manner approved by the Company's Board of Directors or the Board of Directors of such Restricted Subsidiary, as applicable) of such Principal Domestic Property. (b) Notwithstanding the foregoing, the Company and evidenced by Restricted Subsidiaries may enter into any Sale-Leaseback Transaction if (x) the lease entered into in connection therewith is for a Board Resolutionperiod, including renewals, of not more than 36 months or (y) the Company or such property Restricted Subsidiary, as applicable, would, at the time of entering into such Sale/-Leaseback Transaction, be entitled, without equally and ratably securing the Securities, to create or assume a Lien on such Principal Domestic Property securing Debt in an amount at least equal to the Attributable Debt in respect of such Sale-Leaseback Transaction pursuant to clause (5) of Section 3.05.

Limitation on Sale/Leaseback Transactions. (a) The Company shall will not, and shall will not permit any Principal Domestic Subsidiary of its Subsidiaries to, enter into any Sale/Leaseback Transaction with any Person (other than the Company or a Subsidiary) unless: (a1) the Sale/Leaseback Transaction is solely with the Company or any of its Subsidiaries; (2) the Company or such Principal Domestic Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1) or (2) of Section 4.07(b), without securing the Notes then outstanding under this Indenture, to incur Debt create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such property or assets in a principal the amount equal to of the Attributable Debt Indebtedness arising from such Sale/Leaseback Transaction; or (3) the Company or such Subsidiary within 180 days after the sale of property or assets in connection with respect to such Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably securing the Securities pursuant to such covenant; or (b) within a period commencing 12 months prior to the consummation of such Sale/Leaseback Transaction and ending 12 months after the consummation thereofis completed, the Company or any Subsidiary shall have applied an amount equal to all or a portion of the net proceeds of such Sale/Leaseback Transaction (with any such amount not being so applied to be subject to Section 4.09(a)): (1) to the voluntary defeasance or retirement of any Securities or any Funded Debt; or (2) to the acquisition, construction, improvement or expansion of one or more Principal Properties. For these purposes, the net proceeds of a Sale/Leaseback Transaction means applies an amount equal to the greater of (ia) the net proceeds of the sale of such property or transfer assets or (b) the Fair Market Value of such property or assets to (i) the permanent retirement of Notes, other Indebtedness of the property leased Company ranking on a parity with the Notes or Indebtedness of a Subsidiary or (ii) the acquisition of different property, facilities or equipment or the expansion of the Company’s existing business, including the acquisition of other businesses or capital expenditures. (b) For purposes of determining the applicable category of permitted Sale/Leaseback Transactions in the foregoing paragraphs, the Company, in its sole discretion, may classify such Sale/Leaseback Transaction on the date of its incurrence and (ii) the fair value, as determined by the Board later reclassify all or a portion of Directors of the Company and evidenced by a Board Resolution, of such property at the time of entering into such Sale/Leaseback TransactionTransaction in any manner that complies with this covenant.