Common use of Limitation on Sale of Assets Clause in Contracts

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose, or permit any Subsidiary to convey, sell, lease, assign, transfer or otherwise dispose, (including, in each case, in connection with sale leaseback transactions) of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired, except: (a) the sale or other disposition of property in the ordinary course of business; (b) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (c) Shareholder Asset Sales; (d) the sale of assets (which shall include the sale by the Borrower or any of its Subsidiaries of Capital Stock owned by them other than, for the avoidance of doubt, Shareholder Asset Sales) at fair value so long as (i) no Default exists or would result therefrom, (ii) the Borrower is in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis, and (iii) the assets sold in reliance on this clause (d) during any fiscal year contributed 35% or less of Consolidated EBITDA of the Borrower and its Subsidiaries for the immediately preceding fiscal year; and (e) transactions permitted by Section 7.4 (other than by reference to this Section 7.5(e)). For the avoidance of doubt, the restrictions in this Section 7.5 shall not apply to any issuance of Capital Stock.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose, or permit any Subsidiary to convey, sell, lease, assign, transfer or otherwise dispose, (including, in each case, in connection with sale leaseback transactions) of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired, or 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 property in the ordinary course of business; (b) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (c) Shareholder Asset Sales; (d) the sale of assets (which shall include the sale by the Borrower or any of its Subsidiaries of Capital Stock owned by them other than, for the avoidance of doubt, Shareholder Asset Sales) at fair value so long as (i) no Default exists or would result therefrom, (ii) the Borrower is in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis, and (iii) the assets sold in reliance on this clause (d) during any fiscal year contributed 3530% or less of Consolidated EBITDA of the Borrower and its Subsidiaries for the immediately preceding fiscal year; and (e) transactions permitted by Section 7.4 (other than by reference to this Section 7.5(e)). For the avoidance of doubt, the restrictions in this Section 7.5 shall not apply to any issuance of Capital Stock.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose, or permit any Subsidiary to convey, sell, lease, assign, transfer or otherwise dispose, (including, in each case, in connection with sale leaseback transactions) of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired, or 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 property in the ordinary course of business; (b) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (c) Shareholder Asset Sales;; and (d) the sale of assets (which shall include the sale by the Borrower or any of its Subsidiaries of Capital Stock owned by them other than, for the avoidance of doubt, Shareholder Asset Sales) at fair value so long as (i) no Default exists or would result therefrom, (ii) the Borrower is in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis, and (iii) the assets sold in reliance on this clause (d) during any fiscal year contributed 3510% or less of Consolidated EBITDA of the Borrower and its Subsidiaries for the immediately preceding fiscal year; and (e) transactions permitted by Section 7.4 (other than by reference to this Section 7.5(e)). For the avoidance of doubt, the restrictions in this Section 7.5 shall not apply to any issuance of Capital Stock.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose, or permit any Subsidiary to convey, sell, lease, assign, transfer or otherwise dispose, (including, in each case, in connection with sale leaseback transactions) of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired, or 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 property in the ordinary course of business; (b) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (c) Shareholder Asset Sales;; and (d) the sale of assets (which shall include the sale by the Borrower or any of its Subsidiaries of Capital Stock owned by them other than, for the avoidance of doubt, Shareholder Asset Sales) at fair value so long as (i) no Default exists or would result therefrom, (ii) the Borrower is in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis, basis and (iii) the assets sold in reliance on this clause (d) during any fiscal year contributed 35% ten percent (10%) or less of Consolidated EBITDA of the Borrower and its Subsidiaries for the immediately preceding fiscal year; and (e) transactions permitted by Section 7.4 (other than by reference to this Section 7.5(e)). For the avoidance of doubt, the restrictions in this Section 7.5 shall not apply to any issuance of Capital Stock.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose, or permit any Subsidiary to convey, sell, lease, assign, transfer or otherwise dispose, (including, in each case, in connection with sale leaseback transactions) of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired, except: (a) the sale or other disposition of property in the ordinary course of business; (b) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (c) Shareholder Asset Sales; (d) the sale of assets (which shall include the sale by the Borrower or any of its Subsidiaries of Capital Stock owned by them other than, for the avoidance of doubt, Shareholder Asset Sales) at fair value so long as (i) no Default exists or would result therefrom, (ii) the Borrower is in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis, and (iii) the assets sold in reliance on this clause (d) during any fiscal year contributed 35% or less of Consolidated EBITDA of the Borrower and its Subsidiaries for the immediately preceding fiscal year; and; (e) transactions permitted by Section 7.4 (other than by reference to this Section 7.5(e)); and (f) transfers or other dispositions of (i) the Capital Stock of any Subsidiary or (ii) the assets of any Subsidiary, in each case, to a Designated SPE in connection with any financing permitted by Section 7.2. For the avoidance of doubt, the restrictions in this Section 7.5 shall not apply to any issuance of Capital Stock.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose, or permit any Subsidiary to convey, sell, lease, assign, transfer or otherwise dispose, (including, in each case, in connection with sale leaseback transactions) of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired, except: (a) the sale or other disposition of property in the ordinary course of business; (b) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (c) Shareholder Asset Sales; (d) the sale of assets (which shall include the sale by the Borrower or any of its Subsidiaries of Capital Stock owned by them other than, for the avoidance of doubt, Shareholder Asset Sales) at fair value so long as (i) no Default exists or would result therefrom, (ii) the Borrower is in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis, and (iii) the assets sold in reliance on this clause (d) during any fiscal year contributed 35% or less of Consolidated EBITDA of the Borrower and its Subsidiaries for the immediately preceding fiscal year; and (e) transactions permitted by Section 7.4 (other than by reference to this Section 7.5(e)). ▪ For the avoidance of doubt, the restrictions in this Section 7.5 shall not apply to any issuance of Capital Stock.