Common use of Limitation on Sale of Assets Clause in Contracts

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (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 other than the Borrower or any wholly owned Subsidiary, except: (a) the sale or other disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of any property or assets not otherwise permitted by this subsection 7.6; provided that the Net Proceeds thereof shall be applied pursuant to subsection 2.6(b)(ii); (c) as permitted pursuant to subsection 7.5(b); (d) the sale, lease, transfer or exchange of inventory in the ordinary course of business; (e) transfers resulting from any casualty or condemnation of property or assets; (f) intercompany sales or transfers of assets made in the ordinary course of business; (g) licenses, leases or subleases of tangible property in the ordinary course of business; (h) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (i) the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; and (j) the conveyance, sale, assignment or contribution to any new Subsidiary of the Borrower or any existing Subsidiary of the Borrower assets of the Borrower or any Subsidiary of the Borrower not exceeding five percent (5%) of the Consolidated Total Assets.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (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 other than the Borrower or any wholly owned Subsidiary, except: (a) the sale or other disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of any property or assets not otherwise permitted by this subsection Section 7.6; provided that the Net Proceeds thereof shall be applied pursuant to subsection 2.6(b)(ii); provided, further, that (i) the aggregate amount of proceeds of all such Asset Sales does not exceed (x) $20,000,000 in fiscal year 1997 or (y) $30,000,000 since the date of this Agreement and (ii) the aggregate amount of non-cash consideration received from such Asset Sales under shall not exceed $5,000,000 since the date of this Agreement; (c) as permitted pursuant to subsection 7.5(b); (d) the sale, lease, transfer or exchange of inventory in the ordinary course of business; (e) subject to subsection 6.5, transfers resulting from any casualty or condemnation of property or assets; (f) intercompany sales or transfers of assets made in the ordinary course of business; (g) licenses, leases or subleases of tangible property in the ordinary course of business; (h) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (i) the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; and (ji) the conveyance, sale, assignment or contribution to any new Subsidiary sale of the Borrower real property used by the Borrower's Aviation Recorder Division on the date hereof (including all improvements thereto) in Sarasota, Florida, solely for cash proceeds of at least $7,500,000 and (ii) the sale of all or any existing Subsidiary substantially all of the Borrower assets of the Borrower or any Subsidiary Borrower's Hycor Division (as constituted on the date hereof) solely for cash proceeds of at least $5,000,000, provided that (x) the first $20,000,000 of the proceeds of such sales are applied pursuant to subsection 2.6(b)(ii) and (y) to the extent the aggregate proceeds of asset sales permitted by this clause (j) exceed $20,000,000, the Borrower not exceeding five percent shall utilize such excess proceeds for the prepayment of Loans and the reduction of Commitments pursuant to subsection 2.6(b)(ii) (5%) of without giving effect to the Consolidated Total Assetsproviso thereto).

Limitation on Sale of Assets. ConveyWithout the consent of the Purchaser, Appia shall not, and Appia shall not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (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 other than the Borrower or any wholly owned Subsidiary, except: (a) the sale conveyance, sale, lease, assignment, transfer or other disposition of obsolete Obsolete Property or worn out property in the ordinary course of businesssurplus property; (b) the sale of any property or assets not otherwise permitted by this subsection 7.6; provided that the Net Proceeds thereof shall be applied pursuant to subsection 2.6(b)(ii); (c) as permitted pursuant to subsection 7.5(b); (d) the sale, lease, transfer or exchange of inventory in the ordinary course of business; (ec) transfers resulting from any casualty the sale or condemnation discount for fair value, without recourse and consistent with sound business practices of property accounts receivable arising in the ordinary course of business in connection with the compromise or assetscollection thereof; (fd) intercompany sales or transfers the license of assets made Intellectual Property Assets in the ordinary course of business; (ge) licenses, leases or subleases of tangible property in not materially interfering with the ordinary course of businessconduct of the business of a Company or its Subsidiaries; (f) the sale or transfer of property and assets to the extent and as permitted by Section 8.4(b) or Section 8.4(d); (g) the sale or transfer of “equipment” (as defined in the UCC) so long as such equipment is promptly replaced by equipment of equal or greater value; (h) any consignment arrangements or similar arrangements for the sale or transfer of property or assets in the ordinary course of business;connection with Permitted Liens; and (i) the sale or discount transfer of overdue accounts receivable arising property or assets with a fair market value not exceeding One Hundred Thousand and 00/100 Dollars ($100,000.00) in the ordinary course of business, but only in connection with the compromise or collection thereof; and (j) the conveyance, sale, assignment or contribution to any new Subsidiary of the Borrower or any existing Subsidiary of the Borrower assets of the Borrower or any Subsidiary of the Borrower not exceeding five percent (5%) of the Consolidated Total Assetsaggregate per annum.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interestsinterests and Capital Stock or equity interests in any Subsidiary that is or is required to be a Borrower hereunder), 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 other than the Borrower or any wholly owned Subsidiary, except: (a) the sale any sale, transfer or other disposition lease of obsolete or worn out property assets in the ordinary course of business, which assets are no longer necessary or required in the conduct of the Borrowers’ or their Subsidiaries’ business; (b) transactions involving the sale of any property or assets not otherwise permitted by this subsection 7.6; provided that the Net Proceeds thereof shall be applied pursuant to subsection 2.6(b)(ii); (c) as permitted pursuant to subsection 7.5(b); (d) the sale, lease, transfer or exchange lease of inventory in the ordinary course of business; (e) transfers resulting from any casualty or condemnation of property or assets; (f) intercompany sales or transfers of assets made in the ordinary course of business; (g) licenses, leases or subleases of tangible property in the ordinary course of business; (h) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (ic) the sale or discount without recourse of overdue accounts receivable arising in the ordinary course of business, but only business in connection with the compromise or collection in the ordinary course of business of such accounts receivable; (d) as permitted by Section 6.3; (e) in addition to the above subsections 6.4(a) through 6.4(d), conveyances, sales, leases, assignments, transfers or other dispositions of assets of the Borrowers or any Subsidiary thereof; provided, that the aggregate amount of such conveyances, sales, leases, assignments, transfers and other dispositions, determined in accordance with GAAP, in any fiscal year of the Company does not exceed ten percent (10%) of the Company’s consolidated total assets as of the beginning of such fiscal year, and provided, further, that such conveyances, sales, leases, assignments, transfers or other dispositions are for consideration which the officers or Board of Directors of the applicable Borrower or Subsidiary deems to be fair and reasonable; and (jf) the conveyance, sale, assignment or contribution to any new Subsidiary of the Borrower or any existing Subsidiary of the Borrower assets of the Borrower or any Subsidiary of the Borrower not exceeding five percent (5%) of the Consolidated Total Assetsin connection with a Permitted Securitization Facility.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (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 other than the Borrower or any wholly owned Subsidiary, except: (ai) the sale or other disposition of obsolete or worn out property disposed of in the ordinary course of businessbusiness or (ii) property that is no longer useful in the conduct of Holdings' business disposed of in the ordinary course of business (provided, that with respect to clause (ii) above, the aggregate book value of assets disposed shall not exceed $5,000,000 in the aggregate); (b) the sale of any property or assets not otherwise permitted by this subsection 7.6; provided that the Net Proceeds thereof shall be applied pursuant to subsection 2.6(b)(ii); (c) as permitted pursuant to subsection 7.5(b); (d) the sale, lease, transfer or exchange of inventory in the ordinary course of business; (ec) transfers resulting from any casualty or condemnation of property or assets; (fd) any sale or other transfer of any property or assets constituting fixed assets for at least 75% cash, provided that the net cash proceeds of the sales and transfers made pursuant to this paragraph (d) in the aggregate do not exceed the Equivalent Amount of $25,000,000 in any fiscal year; (e) intercompany sales or transfers of assets made in the ordinary course of business; (gf) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of tangible other property in the ordinary course of businessbusiness and which do not materially interfere with the business of Holdings and its Subsidiaries; (hg) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (ih) the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; and (ji) the conveyance, sale, assignment dispositions permitted by subsection 11.5 or contribution to any new Subsidiary of the Borrower or any existing Subsidiary of the Borrower assets of the Borrower or any Subsidiary of the Borrower not exceeding five percent (5%) of the Consolidated Total Assetslisted on Schedule 11.20.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interestsinterests and Capital Stock or equity interests in any Subsidiary that is or is required to be a Borrower hereunder), 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 other than the Borrower or any wholly owned Subsidiary, except: (a) the sale any sale, transfer or other disposition lease of obsolete or worn out property assets in the ordinary course of business which are no longer necessary or required in the conduct of the Borrowers' or their Subsidiaries' business; (b) transactions involving the sale of any property or assets not otherwise permitted by this subsection 7.6; provided that the Net Proceeds thereof shall be applied pursuant to subsection 2.6(b)(ii); (c) as permitted pursuant to subsection 7.5(b); (d) the sale, lease, transfer or exchange lease of inventory in the ordinary course of business; (e) transfers resulting from any casualty or condemnation of property or assets; (f) intercompany sales or transfers of assets made in the ordinary course of business; (g) licenses, leases or subleases of tangible property in the ordinary course of business; (h) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (ic) the sale or discount without recourse of overdue accounts receivable arising in the ordinary course of business, but only business in connection with the compromise or collection thereofin the ordinary course of business of such accounts receivable; (d) as permitted by Section 6.3; and (je) in addition to the conveyanceabove subsections 6.4 (a) through 6.4(d), saleconveyances, assignment sales, leases, assignments, transfers or contribution to any new Subsidiary other dispositions of the Borrower or any existing Subsidiary of the Borrower assets of the Borrower Borrowers or any Subsidiary thereof; provided, that the aggregate amount of such conveyances, sales, leases, assignments, transfers and other dispositions, determined in accordance with GAAP, in any fiscal year of the Borrower Company does not exceeding five exceed ten percent (510%) of the Consolidated Total AssetsCompany's consolidated total assets as of the beginning of such fiscal year, and provided, further, that such conveyances, sales, leases, assignments, transfers or other dispositions are for consideration which the officers or Board of Directors of the applicable Borrower or Subsidiary deems to be fair and reasonable.

Limitation on Sale of Assets. ConveyThe Borrower shall not, and shall not ----------------------------- permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (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 (other than the Borrower or any wholly owned Subsidiary, and subject to the provisions of the Security Documents), except: (a) the sale conveyance, sale, lease, assignment, transfer or other disposition of obsolete Obsolete Property or worn out surplus property in the ordinary course of business; (b) the sale of any property or assets not otherwise permitted by this subsection 7.6; provided that inventory in the Net Proceeds thereof shall be applied pursuant to subsection 2.6(b)(ii)ordinary course of business; (c) as permitted pursuant to subsection 7.5(b)the sale or discount for fair value, without recourse and consistent with sound business practices of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (d) the sale, lease, transfer or exchange license of inventory Intellectual Property in the ordinary course of business; (e) transfers resulting from any casualty leases or condemnation subleases of property or assetsnot materially interfering with the ordinary course of conduct of the business of the Borrower and its Subsidiaries; (f) intercompany sales or transfers of assets made in the ordinary course of business; (g) licenses, leases or subleases of tangible property in the ordinary course of business; (h) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (i) the sale or discount transfer of overdue accounts receivable arising in property and assets to the ordinary course of business, but only in connection with the compromise or collection thereofextent and as permitted by subsection 6.7(b); and (j) the conveyance, sale, assignment or contribution to any new Subsidiary of the Borrower or any existing Subsidiary of the Borrower assets of the Borrower or any Subsidiary of the Borrower not exceeding five percent (5%) of the Consolidated Total Assets.

Limitation on Sale of Assets. Convey, sell, lease, assign, ---------------------------- transfer or otherwise dispose of any of its property, business or assets (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 other than the Borrower or any wholly owned Subsidiary, except: (a) the sale or other disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of any property or assets not otherwise permitted by this subsection 7.6Asset Sale; provided that the Net Proceeds thereof shall be -------- applied to the prepayment of the Loans and the reduction of the Commitments pursuant to subsection 2.6(b)(ii), provided, further, that non-cash -------- ------- consideration received from Asset Sales under this paragraph (b) shall not exceed $3,000,000 at any time outstanding; (c) as permitted pursuant to by subsection 7.5(b); (d) the sale, lease, transfer or exchange of inventory in the ordinary course of business; (e) transfers resulting from any casualty or condemnation of property or assets; (f) any sale or other transfer of any property or assets constituting fixed assets for cash, provided that the aggregate net cash proceeds of the -------- sales and transfers made pursuant to this paragraph (f) in the aggregate do not exceed (i) $2,000,000 in fiscal year 1997 or (ii) $6,000,000 over the entire Commitment Period; (g) intercompany sales or transfers of assets made in the ordinary course of business; (gh) licenses, leases or subleases of tangible property in the ordinary course of business; (hi) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business;; and (ij) the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; and (j) the conveyance, sale, assignment or contribution to any new Subsidiary of the Borrower or any existing Subsidiary of the Borrower assets of the Borrower or any Subsidiary of the Borrower not exceeding five percent (5%) of the Consolidated Total Assets.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (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 other than the Borrower or any wholly owned SubsidiaryBorrowers, except: (a) the sale or other disposition of obsolete or worn out property inventory in the ordinary course of business; (b) the sale of any property or assets not otherwise permitted by this subsection 7.6; provided that the Net Proceeds thereof shall be applied pursuant to subsection 2.6(b)(ii); (c) as permitted pursuant to subsection 7.5(b); (d) the sale, lease, transfer or exchange of inventory in the ordinary course of business; (e) transfers resulting from any casualty or condemnation of property or assets; (f) intercompany sales or transfers of assets made in the ordinary course of business; (g) licenses, leases or subleases of tangible property in the ordinary course of business; (h) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (i) the sale or discount without recourse of overdue accounts receivable arising in the ordinary course of business, but only business in connection with the compromise or collection thereof; andthereof in the ordinary course of business and on commercially reasonable terms, provided that such accounts receivable sold or discounted in such manner shall not exceed $10,000,000 (on a presale or prediscount basis) in any fiscal quarter of the Borrower; (jc) as permitted by subsection 9.5; (d) sales of equipment and other property, including leasehold interests, in the ordinary (e) the conveyance, sale, assignment transfer or contribution to other disposition of any new Subsidiary asset in the ordinary course of business which is obsolete for its intended use or is otherwise no longer used or useful in the business of the Borrower or any existing Subsidiary of its Subsidiaries, provided that such sales, transfers or other dispositions shall not exceed $250,000 individually or $1,000,000 in the Borrower assets aggregate for all Borrowers during the term of this Agreement; and (f) leases or subleases of excess space in any facility of the Borrower or any Subsidiary of its Subsidiaries entered into in the Borrower ordinary course of business for space which is not exceeding five percent (5%) material in area or nature to such facility, provided that the payments under such leases or subleases shall not exceed $250,000 individually or $1,000,000 in the aggregate for all Borrowers during the term of the Consolidated Total Assetsthis Agreement.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables receivables, leasehold interests and leasehold interestsits interest in the LLC), 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 other than the Borrower or any wholly owned Subsidiary, except: (a) the sale or other disposition of obsolete or worn out property disposed of in the ordinary course of business or property that is no longer useful in the conduct of the Borrower's business disposed of in the ordinary course of business; (b) the sale of any property or assets not otherwise permitted by this subsection 7.6; provided that the Net Proceeds thereof shall be applied pursuant to subsection 2.6(b)(ii); (c) as permitted pursuant to subsection 7.5(b); (d) the sale, lease, transfer or exchange of inventory in the ordinary course of business; (e) transfers resulting from any casualty or condemnation of property or assets; (fc) any sale or other transfer at fair market value of any property or assets constituting fixed assets for at least 75% cash, provided that the aggregate net cash proceeds of the sales and transfers on or after the Effective Date and made pursuant to this paragraph (c) in the aggregate do not exceed $5,000,000 in any fiscal year; (d) intercompany sales or transfers of assets made in the ordinary course of business; (g) licenses, leases or subleases of tangible property in the ordinary course of business; (h) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (ie) the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; and; (jf) licenses or sublicenses of intellectual property and general intangibles (other than any Station Licenses) and licenses, leases or subleases of other property (other than any Station Licenses) in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (g) dispositions permitted by subsection 7.4; (h) the conveyance, sale, assignment or contribution sale of any Broadcasting Asset for aggregate consideration equal to any new Subsidiary the fair market value of such Broadcasting Asset (as determined in good faith by the board of directors of the Borrower or any existing Subsidiary the applicable Subsidiary), provided that (i) after giving effect to such sale, no Default or Event of Default exists or shall be continuing, (ii) at least 75% of such consideration received by the Borrower in respect thereof shall be in the form of cash and Cash Equivalents, (iii) the Net Cash Proceeds of such sale shall be applied in the manner prescribed by subsection 2.9(d) and (iv) (A) the Consolidated EBITDA of the Broadcasting Assets being sold on or after the Effective Date and pursuant to this subsection 7.5(h) (excluding Flint Broadcasting Assets) or exchanged pursuant to subsection 7.5(i) in such fiscal quarter and in the immediately preceding four-fiscal-quarter period (or, in the case of the fiscal quarters ended prior to December 31, 2003, in the period beginning January 1, 2003 and ended as of the most recently completed fiscal quarter) shall not exceed 25% of the Consolidated EBITDA of the Borrower assets for such four-fiscal-quarter period (or, in the case of the fiscal quarters ended prior to December 31, 2003, Consolidated EBITDA for the period beginning January 1, 2003 and ending as of the most recently completed fiscal quarter), (B) the Consolidated EBITDA of the Broadcasting Assets being sold on or after the Effective Date and pursuant to this subsection 7.5(h) (excluding Flint Broadcasting Assets) or exchanged pursuant to subsection 7.5(i) in such fiscal quarter and in the immediately preceding eight-fiscal-quarter period (or, in the case of fiscal quarters ended prior to December 31, 2004, in the period beginning January 1, 2003 and ended as of the most recently completed fiscal quarter) shall not exceed 40% of the Consolidated EBITDA of the Borrower for such eight-fiscal quarter period (or, in the case of fiscal quarters ended prior to December 31, 2004, Consolidated EBITDA for the period beginning January 1, 2003 and ending as of the most recently completed fiscal quarter) and (C) the Consolidated EBITDA of the Broadcasting Assets being sold on or any Subsidiary after the Effective Date and pursuant to this subsection 7.5(h) (excluding Flint Broadcasting Assets) or exchanged pursuant to subsection 7.5(i) in such fiscal quarter and in the immediately preceding twenty-fiscal-quarter period (or, in the case of fiscal quarters ended prior to December 31, 2007, in the period beginning January 1, 2003 and ended as of the most recently completed fiscal quarter) shall not exceed 60% of the Consolidated EBITDA of the Borrower not exceeding five percent for such twenty-fiscal-quarter period (5%) or, in the case of fiscal quarters ended prior to December 31, 2007, Consolidated EBITDA for the period beginning January 1, 2003 and ending as of the Consolidated Total Assets.most recently completed fiscal quarter); and

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interestsinterests and Capital Stock or equity interests in any Subsidiary that is or is required to be a Borrower hereunder), 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 other than the Borrower or any wholly owned Subsidiary, except: (a) the sale any sale, transfer or other disposition lease of obsolete or worn out property assets in the ordinary course of business which are no longer necessary or required in the conduct of the Borrowers’ or their Subsidiaries’ business; (b) transactions involving the sale of any property or assets not otherwise permitted by this subsection 7.6; provided that the Net Proceeds thereof shall be applied pursuant to subsection 2.6(b)(ii); (c) as permitted pursuant to subsection 7.5(b); (d) the sale, lease, transfer or exchange lease of inventory in the ordinary course of business; (e) transfers resulting from any casualty or condemnation of property or assets; (f) intercompany sales or transfers of assets made in the ordinary course of business; (g) licenses, leases or subleases of tangible property in the ordinary course of business; (h) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (ic) the sale or discount without recourse of overdue accounts receivable arising in the ordinary course of business, but only business in connection with the compromise or collection thereofin the ordinary course of business of such accounts receivable; (d) as permitted by Section 6.3; and (je) in addition to the conveyanceabove subsections 6.4(a) through 6.4(d), saleconveyances, assignment sales, leases, assignments, transfers or contribution to any new Subsidiary other dispositions of the Borrower or any existing Subsidiary of the Borrower assets of the Borrower Borrowers or any Subsidiary thereof; provided, that the aggregate amount of such conveyances, sales, leases, assignments, transfers and other dispositions, determined in accordance with GAAP, in any fiscal year of the Borrower Company does not exceeding five exceed ten percent (510%) of the Consolidated Total AssetsCompany’s consolidated total assets as of the beginning of such fiscal year, and provided, further, that such conveyances, sales, leases, assignments, transfers or other dispositions are for consideration which the officers or Board of Directors of the applicable Borrower or Subsidiary deems to be fair and reasonable.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (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 other than the Borrower or any wholly owned Subsidiary, except: (a) the sale or other disposition of obsolete obsolete, surplus or worn out property in the ordinary course of business; (b) the sale of any property or assets not otherwise permitted by this subsection 7.6; provided that the Net Proceeds thereof shall be applied pursuant to subsection 2.6(b)(ii); (c) as permitted pursuant to subsection 7.5(b); (d) the sale, lease, transfer or exchange of inventory in the ordinary course of business; (ec) transfers resulting from any casualty or condemnation of property or assets; (fd) intercompany sales or transfers of assets made in the ordinary course of business; (ge) licenses, leases or subleases of tangible property in the ordinary course of business; (hf) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (ig) the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (h) the sale of receivables in connection with any Permitted Receivables Program; (i) licensing and cross-licensing arrangements involving technology or other intellectual property of the Borrower or a Subsidiary in the ordinary course of business; (j) sales, transfers or other dispositions of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Subsidiary of the Borrower; (k) in addition to those permitted by any other clause of this Section 8.05, conveyances, sales, leases, assignments, transfers or other dispositions of any of its property, business or assets provided, that the aggregate value of all such assets conveyed, sold, leased, assigned, transferred or otherwise disposed of pursuant to this Section 8.05(k) shall not exceed the Post-Closing Net Asset Investment Amount; and (jl) the conveyance, sale, assignment or contribution other disposition of assets, in addition to those permitted by any new Subsidiary other clause of this Section 8.05, provided, that the Borrower aggregate value of all such assets conveyed, sold, assigned or any existing Subsidiary otherwise disposed of pursuant to this Section 8.05(l) during the Borrower assets term of the Borrower or any Subsidiary of the Borrower this Agreement shall not exceeding five percent (5%) exceed 7.5% of the Consolidated Total AssetsAssets plus an amount equal to the Pre-Closing Net Asset Investment Amount.