Common use of Limitation on Sale of Assets Clause in Contracts

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 23 contracts

Samples: Credit Agreement (First Data Corp), Credit Agreement (First Data Corp), 2017 November Joinder Agreement (First Data Corp)

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Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 13 contracts

Samples: Credit Agreement (Range Resources Corp), Credit Agreement (Samson Resources Corp), Second Lien Intercreditor Agreement (Samson Resources Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, (i) convey, sell, lease, assign, transfer transfer, license or otherwise dispose of any of its property, business or assets (including receivables, Stock receivables and Stock Equivalents of any other Person) and leasehold interestsincluding pursuant to a Sale Leaseback), whether now owned or hereafter acquired (each, a “Disposition”) (other than any such Disposition resulting from a Recovery Event), or (ii) sell to any Person (other than to the Borrower or a GuarantorRestricted Subsidiary) any shares owned by it of any of their respective Restricted Subsidiary’s Stock and Stock EquivalentsSubsidiaries’ Capital Stock, except that:

Appears in 9 contracts

Samples: Junior Priority Intercreditor Agreement (Snap One Holdings Corp.), Credit Agreement (Snap One Holdings Corp.), Incremental Agreement (Snap One Holdings Corp.)

Limitation on Sale of Assets. The Borrower Credit Parties will not, and will not permit any of the their respective Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation, of any assets of the Borrower or the Restricted Subsidiaries) or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalentscapital stock, except that:

Appears in 7 contracts

Samples: Possession Credit Agreement (Intelsat S.A.), 3 and Waiver (Intelsat S.A.), Credit Agreement (Intelsat S.A.)

Limitation on Sale of Assets. The Borrower will not, not and will not permit any of the Restricted Subsidiaries to, to (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired (each, a “Disposition”) (other than any such sale, transfer, assignment or other disposition resulting from a Recovery Event), or (ii) sell to any Person (other than to the Borrower or a Subsidiary Guarantor) any shares owned by it of any of their respective Restricted Subsidiary’s Stock and Stock EquivalentsSubsidiaries’ Capital Stock, except that:

Appears in 7 contracts

Samples: Credit Agreement (LPL Financial Holdings Inc.), Credit Agreement (LPL Financial Holdings Inc.), Credit Agreement (LPL Financial Holdings Inc.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, transfer (including any Production Payments and Reserve Sales) or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsEquity Interests, except that:

Appears in 7 contracts

Samples: Credit Agreement (Vine Energy Inc.), Credit Agreement (Legacy Reserves Inc.), Credit Agreement (Falcon Minerals Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose consummate the disposition of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell consummate the sale to any Person (other than to the Borrower or a Subsidiary Guarantor) any shares owned by it of the Borrower’s or any Restricted Subsidiary’s Stock and Stock EquivalentsEquivalents (each of the foregoing, a “Disposition”), except that:

Appears in 7 contracts

Samples: Credit Agreement (Vistra Corp.), Credit Agreement (Vistra Corp.), Credit Agreement (Vistra Energy Corp.)

Limitation on Sale of Assets. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any of the Restricted Subsidiaries to, directly or indirectly, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from a Recovery Event), or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsCapital Stock, except that:

Appears in 4 contracts

Samples: Lease Agreement (Goodman Global Group, Inc.), Lease Agreement (Goodman Global Group, Inc.), Revolving Credit Agreement (Goodman Sales CO)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than to the Borrower or a Subsidiary Guarantor) any shares owned by it of the Borrower’s or any Restricted Subsidiary’s Stock and Stock EquivalentsEquivalents (each of the foregoing a “Disposition”), except that:

Appears in 4 contracts

Samples: Credit Agreement (Energy Future Competitive Holdings CO), Credit Agreement (Energy Future Intermediate Holding CO LLC), Credit Agreement (Energy Future Intermediate Holding CO LLC)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalentscapital stock, except that:

Appears in 4 contracts

Samples: Credit Agreement (Sealy Corp), Credit Agreement (Sealy Corp), Credit Agreement (Sealy Corp)

Limitation on Sale of Assets. The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the a Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 3 contracts

Samples: Credit Agreement (Dollar General Corp), Abl Credit Agreement (Dollar General Corp), Abl Credit Agreement (Dollar General Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 3 contracts

Samples: Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp)

Limitation on Sale of Assets. The Borrower will not, and the Borrower will not permit any of the its Restricted Subsidiaries to, (i) convey, sell, lease, license, assign, transfer or otherwise dispose of of, any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) intellectual property and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a GuarantorRestricted Subsidiary) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 3 contracts

Samples: Credit Agreement (Laureate Education, Inc.), Credit Agreement (Laureate Education, Inc.), Collateral Agreement (Laureate Education, Inc.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose consummate the disposition of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell consummate the sale to any Person (other than to the Borrower or a Subsidiary Guarantor) any shares owned by it of the Borrower’s or any Restricted Subsidiary’s Stock and Stock EquivalentsEquivalents (each of the foregoing a “Disposition”), except that:

Appears in 3 contracts

Samples: Security Agreement (Energy Future Competitive Holdings Co LLC), Possession Credit Agreement (Energy Future Holdings Corp /TX/), Security Agreement (Energy Future Competitive Holdings Co LLC)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, transfer (including any Production Payments and Reserve Sales) or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsEquity Interests (each of the foregoing a “Disposition”), except that:

Appears in 3 contracts

Samples: Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer transfer, issue or otherwise dispose consummate the disposition of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell consummate the sale to any Person (other than to the Borrower or a Subsidiary Guarantor) any shares owned by it of the Borrower’s or any Restricted Subsidiary’s Stock and Stock EquivalentsEquivalents (each of the foregoing, a “Disposition”), except that:

Appears in 3 contracts

Samples: Letter of Credit Facility Agreement (Talen Energy Corp), Credit Agreement (Talen Energy Corp), Credit Agreement (Talen Energy Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose consummate the disposition of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell consummate the sale or issuance to any Person (other than to the Borrower or a Subsidiary Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsEquivalents (each of the foregoing, a “Disposition”), except that:

Appears in 2 contracts

Samples: Credit Agreement (Vistra Corp.), Credit Agreement (Vistra Corp.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsEquity Interests, except that:

Appears in 2 contracts

Samples: Credit Agreement (Talos Energy Inc.), Credit Agreement (MBOW Four Star, L.L.C.)

Limitation on Sale of Assets. The Borrower Borrowers will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the a Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 2 contracts

Samples: Credit Agreement (Big Heart Pet Brands), Credit Agreement (Del Monte Foods Co)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, (i) convey, sell, lease, assign, transfer transfer, license or otherwise dispose of any of its property, business or assets (including receivables, Stock receivables and Stock Equivalents of any other Person) and leasehold interestsincluding pursuant to a Sale Leaseback), whether now owned or hereafter acquired (each, a “Disposition”), or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any of their respective Restricted Subsidiary’s Stock and Stock EquivalentsSubsidiaries’ Equity Interests, except thatthat this Section shall not prohibit the following:

Appears in 2 contracts

Samples: Credit Agreement (Ww International, Inc.), Credit Agreement (Ww International, Inc.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, (i) convey, sell, lease, assign, transfer transfer, license or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from a Recovery Event), or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares Capital Stock owned by it of any Restricted Subsidiary’s of their respective Subsidiaries’ Capital Stock and Stock Equivalents(each of the foregoing, a “Disposition”) except that:

Appears in 2 contracts

Samples: Credit Agreement (Amsurg Corp), Credit Agreement (Amsurg Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or 133 hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsEquity Interests, except that:

Appears in 2 contracts

Samples: Credit Agreement (Athlon Energy Inc.), Credit Agreement (Athlon Energy Inc.)

Limitation on Sale of Assets. The Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from a Recovery Event), or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsCapital Stock, except that:

Appears in 2 contracts

Samples: Credit Agreement (LPL Investment Holdings Inc.), Credit Agreement (LPL Investment Holdings Inc.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivablesincluding, Stock and Stock Equivalents of any other Person) without limitation, receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation of any assets of the Borrower or its Subsidiaries) or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents's capital stock to any Person other than the Borrower, except that:

Appears in 1 contract

Samples: Credit Agreement (Borden Chemicals & Plastics Limited Partnership /De/)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, (i) convey, sell, lease, assign, transfer transfer, license or otherwise dispose of any of its property, business or assets (including receivables, Stock receivables and Stock Equivalents of any other Person) and leasehold interestsincluding pursuant to a Sale Leaseback), whether now owned or hereafter acquired (each, a “Disposition”), or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalentsof their respective Subsidiaries’ Equity Interests, except thatthat this Section shall not prohibit the following:

Appears in 1 contract

Samples: Equal Priority Intercreditor Agreement (Weight Watchers International Inc)

Limitation on Sale of Assets. The Borrower will not, and will ----------------------------- not permit any of the Restricted its Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivablesincluding, Stock and Stock Equivalents of any other Person) without limitation, receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation of any assets of the Borrower or its Subsidiaries) or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents's capital stock to any Person other than the Borrower, except that:

Appears in 1 contract

Samples: Credit Agreement (Borden Chemicals & Plastics Limited Partnership /De/)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose consummate the disposition of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell consummate the sale to any Person (other than to the 198 Borrower or a Subsidiary Guarantor) any shares owned by it of the Borrower’s or any Restricted Subsidiary’s Stock and Stock EquivalentsEquivalents (each of the foregoing, a “Disposition”), except that:

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Limitation on Sale of Assets. The No Borrower will, and no Borrower will not, and will not permit any of the its respective Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Parent Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 1 contract

Samples: Credit Agreement (Laureate Education, Inc.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 1 contract

Samples: Possession Credit Agreement (California Resources Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, transfer (including any Production Payments and Reserve Sales) or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsEquity Interests (each of the foregoing a “Disposition”), except that:: 133

Appears in 1 contract

Samples: Credit Agreement (California Resources Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, farm-out, distribute, transfer or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 1 contract

Samples: Pledge Agreement (Roan Resources, Inc.)

Limitation on Sale of Assets. The No Borrower will, and no Borrower will not, and will not permit any of the its respective Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock receivables and Stock Equivalents of any other Person) and 180 leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Parent Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 1 contract

Samples: Credit Agreement (Laureate Education, Inc.)

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Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:: 150

Appears in 1 contract

Samples: 2016 October Joinder Agreement (First Data Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the 149 Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 1 contract

Samples: Credit Agreement (First Data Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) Accounts and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it or newly issued shares of any Restricted Subsidiary’s Stock and Stock EquivalentsEquity Interests, except that:

Appears in 1 contract

Samples: Credit Agreement (Accellent Inc)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, transfer (including via a Farm-Out Agreement) or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsEquity Interests, except that:

Appears in 1 contract

Samples: Credit Agreement (Magnolia Oil & Gas Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, farm-out, distribute, transfer or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired and whether effected pursuant to a division or otherwise or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 1 contract

Samples: Collateral Agreement (Roan Resources, Inc.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of the Borrower’s or any Restricted Subsidiary’s Stock and Stock EquivalentsEquity Interests, except thatthat the Borrower and the Restricted Subsidiaries may Dispose of:

Appears in 1 contract

Samples: Intercreditor Agreement (Lilis Energy, Inc.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, 155 business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 1 contract

Samples: Credit Agreement (First Data Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired #4812-2844-92899582-0297 or (ii) sell to any Person (other than to the Borrower or a Subsidiary Guarantor) any shares owned by it of the Borrower’s or any Restricted Subsidiary’s Stock and Stock EquivalentsEquivalents (each of the foregoing a “Disposition”), except that:

Appears in 1 contract

Samples: Intercreditor Agreement (Energy Future Intermediate Holding CO LLC)

Limitation on Sale of Assets. The Borrower will not, and the Borrower will not permit any of the its Restricted Subsidiaries to, (i) convey, sell, lease, license, assign, transfer or otherwise -129- dispose of of, any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) intellectual property and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a GuarantorRestricted Subsidiary) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 1 contract

Samples: Second Lien Intercreditor Agreement (Laureate Education, Inc.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose consummate the disposition of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell consummate the sale or issuance to any Person (other than to the Borrower or a Subsidiary Guarantor) any shares owned by it of the Borrower’s or any Restricted Subsidiary’s Stock and Stock EquivalentsEquivalents (each of the foregoing, a “Disposition”), except that:

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, (i) convey, sell, lease, assign, transfer transfer, license or otherwise dispose of any of its property, business or assets (including receivables, Stock receivables and Stock Equivalents of any other Person) and leasehold interestsincluding pursuant to a Sale Leaseback), whether now owned or hereafter acquired (each, a “Disposition”) (other than any such Disposition resulting from a Recovery Event), or (ii) sell or issue to any Person (other than to the Borrower or a GuarantorRestricted Subsidiary) any shares owned by it of any of their respective Restricted Subsidiary’s Stock and Stock EquivalentsSubsidiaries’ Capital Stock, except that:

Appears in 1 contract

Samples: And Restatement Agreement (Baldwin Insurance Group, Inc.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatother than the following:

Appears in 1 contract

Samples: Credit Agreement (Denbury Inc)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, transfer (including any Production Payments and Reserve Sales) or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsEquity Interests (each of the foregoing a “Disposition”), except that:

Appears in 1 contract

Samples: Credit Agreement (California Resources Corp)

Limitation on Sale of Assets. The Borrower will not, not and will not permit any of the Restricted Subsidiaries to, to (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired (each, a “Disposition”) (other than any such sale, transfer, assignment or other disposition resulting from a Recovery Event), or (ii) sell to any Person (other than to the Borrower or a Guarantor) any shares owned by it of any of their respective Restricted Subsidiary’s Stock and Stock EquivalentsSubsidiaries’ Capital Stock, except that:

Appears in 1 contract

Samples: Credit Agreement (GCM Grosvenor Inc.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) to convey, sell, lease, assign, transfer or otherwise dispose (“Dispose”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interestsinterests and/or Capital Stock), whether now owned or hereafter acquired or (ii) sell to any Person (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation of any assets of the Borrower or the Restricted Subsidiaries) (each a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents“Disposition”), except that:

Appears in 1 contract

Samples: Credit Agreement (Kinder Morgan, Inc.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, transfer (including any Production Payments and Reserve Sales) or otherwise dispose (including unwinding or terminating any Hedge Agreement) (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsEquity Interests, except that:

Appears in 1 contract

Samples: Credit Agreement (Vine Energy Inc.)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, (i) convey, sell, lease, assign, transfer transfer, license or otherwise dispose of any of its property, business or assets (including receivables, Stock receivables and Stock Equivalents of any other Person) and leasehold interestsincluding pursuant to a Sale Leaseback), whether now owned or hereafter acquired (each, a “Disposition”), or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any of their respective Restricted Subsidiary’s Stock and Stock EquivalentsSubsidiaries’ Equity Interests, except that:

Appears in 1 contract

Samples: Collateral Agreement (Blue Buffalo Pet Products, Inc.)

Limitation on Sale of Assets. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, (ix) convey, sell, lease, assign, transfer or otherwise dispose make any voluntary Disposition of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:: 146

Appears in 1 contract

Samples: Credit Agreement (First Data Corp)

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from a Recovery Event), or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsCapital Stock, except that:

Appears in 1 contract

Samples: Credit Agreement (Texas Genco Inc.)

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