Limitation on Sales of Assets. Mediacom Broadband LLC shall not, and shall not permit any Restricted Subsidiary to, consummate an Asset Sale unless (i) Mediacom Broadband LLC or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Executive Committee, whose determination shall be conclusive and evidenced by a Committee Resolution); (ii) not less than 75% of the consideration received by Mediacom Broadband LLC or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and (iii) the Asset Sale Proceeds received by Mediacom Broadband LLC or such Restricted Subsidiary are applied (a) first, to the extent Mediacom Broadband LLC elects, or is required, to prepay, repay or purchase debt under any then existing Indebtedness of Mediacom Broadband LLC or any Restricted Subsidiary within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale or, to the extent Mediacom Broadband LLC elects to make, or commits pursuant to a written agreement to make, an investment in assets (including, without limitation, Equity Interests or other securities purchased in connection with the acquisition of Equity Interests or property of another Person) used or useful in a Related Business, to make such an investment, provided that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds or, in the case of funds committed to be reinvested in such assets pursuant to a written agreement dated within 360 days following the receipt of such Asset Sale Proceeds, such investment occurs within 540 days following the receipt of such Asset Sale Proceeds (such 360th day or 540th day, as the case may be, the “Reinvestment Date”), and (b) second, on a pro rata basis (1) to the repayment of an amount of Other Pari Passu Debt not exceeding the Other Pari Passu Debt Pro Rata Share (provided that any such repayment shall result in a permanent reduction of any commitment in respect thereof in an amount equal to the principal amount so repaid) and (2) if on the Reinvestment Date with respect to any Asset Sale the Excess Proceeds exceed $15,000,000, the Issuers shall apply an amount equal to such Excess Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest and A...
Limitation on Sales of Assets. The Borrower will not, nor will it permit any Subsidiary to, convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets, whether now owned or hereafter acquired, or discontinue or eliminate any business line or segment, except:
(a) the sale or other disposition of obsolete, surplus or worn out property in the ordinary course of business;
(b) the sale of inventory in the ordinary course of business;
(c) as permitted by Section 6.03(a);
(d) (i) sales of assets in a single transaction or in a series of related transactions the aggregate book value of which is not greater than $25,000,000 in any one such transaction or series of related transactions and (ii) sales of assets the consummation of which is an express condition (either precedent or subsequent) to the approval by the Federal Trade Commission of the Acquisition; provided that the book value of the assets disposed of in assets sales consummated in reliance on this clause (ii) does not exceed $258,000,000 and provided, further that if, within 180 days of any such assets sales, the Borrower or any Subsidiary acquires similar assets having a use similar to and a fair market value at least equal to the assets sold, then the value of the assets sold shall not be included in calculating future assets sales permitted under this Section 6.09;
(e) dispositions and discontinuances of a business line or segment not otherwise permitted pursuant to this Section 6.09, provided that the aggregate assets to be so disposed of or the aggregate assets utilized in a business line or segment to be so discontinued (in a single transaction or in a series of related transactions), when combined with all other assets disposed of (including, without limitation, pursuant to a sale and leaseback transaction) and all other assets utilized in all other business lines or segments discontinued, during the period from the date of this Agreement through and including the date of any such disposition or discontinuation would not exceed 5% of Consolidated Total Assets as determined by reference to the Borrower's most recently audited financial statements provided to the Administrative Agent and the Lenders pursuant to Section 5.01(a) and provided, further that if, within 180 days of the sale of any assets, the Borrower or any Subsidiary acquires similar assets having a use similar to and a fair market value at least equal to the assets so sold, then the value of the assets sold shall not be inc...
Limitation on Sales of Assets. Except for the sale of inventory in the ordinary course of business, the sale of worn-out or obsolete assets and intercompany transfers permitted under Section 6.02(g), sell, lease, transfer or otherwise dispose of its assets, or permit any Subsidiary to sell, lease, transfer or otherwise dispose of its assets (including any interest in a Subsidiary), unless (i) the book value of such assets sold constitutes less than 5% of the value of the Borrower's Consolidated Tangible Net Assets at the time of sale or other disposition, provided that the aggregate book value of all such assets sold in any twelve-month period shall not exceed 15% of the value of the Borrower's average Consolidated Tangible Net Assets for the twelve-month period ending with the quarter immediately preceding the date of determination, as evidenced by a certificate duly executed by the chief financial officer of the selling entity on the date of such sale or disposition, and provided further that such assets do not constitute Securities of the Intercompany Creditor or Intercompany Debt, or (ii) such sale is required in connection with the termination of a Service Agreement or a change in control under the Amended Securities Purchase Agreement, dated as of January 1, 1995, with respect to NAMM, and, in each case, the Net Cash Proceeds of such sale are delivered directly to the Agent to be applied in accordance with Section 2.09(e).
Limitation on Sales of Assets. No Note Party shall, directly or indirectly, consummate an Asset Sale, unless:
(a) such Note Party receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets, Equity Interests issued or sold or otherwise disposed of;
(b) at least 75% of the consideration received in the Asset Sale by such Note Party is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:
(i) any liabilities, as recorded on the balance sheet of such Note Party (other than contingent liabilities), that are assumed by the transferee of any such assets and as a result of which such Note Party is no longer obliged with respect to such liabilities or is indemnified against further liabilities;
(ii) any securities, notes or other obligations received by such Note Party from such transferee that are converted by such Note Party into cash or Cash Equivalents within 90 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion;
(iii) any Capital Stock or assets of the kind referred to in clauses Section 10.5(c)(i)(2) or Section 10.5(c)(i)(4) below;
(iv) Indebtedness of any Subsidiary of Note Party that is no longer a Note Party as a result of such Asset Sale, to the extent that such Note Parties and any other Subsidiary thereof are released from any guarantee of such Indebtedness in connection with such Asset Sale;
(v) consideration consisting of Indebtedness of the Note Parties received from Persons who are not Note Parties; and
(vi) any consideration consisting of Equity Interests in an entity engaged in a Permitted Business received in connection with the sale or exchange of an Equity Interest in a Subsidiary of a Note Party so long as after giving effect to such transaction, the entity in which the Equity Interest has been sold or exchanged remains a Subsidiary of a Note Party, if the Fair Market Value of such consideration is determined by a reputable investment banking, accounting or appraisal firm that is, in the judgment of the Board of Directors of the Company, qualified to perform the task for which such firm has been engaged and independent with respect to the Company; and
(c) within 365 days after the receipt of any Net Proceeds from an Asset Sale, such Note Party may:
(i) apply such Net Proceeds, et the option of such Note Party:
(1) to acquire all or substantially all of the assets of, or any Capital Stock of a...
Limitation on Sales of Assets. None of the Loan Parties shall, or shall permit any of its Subsidiaries to, make any Disposition of any of its property, business or assets (including, without limitation, other payments and receivables, but excluding leasehold interests), whether now owned or hereafter acquired, except:
(a) Dispositions of inventory in the ordinary course of business;
(b) sales or discounts of accounts receivable in the ordinary course of business (including for financing purposes) for cash and in an amount equal to the Fair Market Value of such accounts receivable;
(c) any Disposition of any property or assets that, in the reasonable judgment of such Loan Party has become uneconomic, obsolete, no longer useful, or worn out;
(d) any Disposition of any property or asset among the Loan Parties; and
(e) in addition to clauses (a) through (d) above, any Disposition or series of Dispositions in any fiscal year of the Guarantor of any property or asset of any Loan Party or any Subsidiary of any Loan Party not exceeding, individually or in the aggregate, with other Dispositions actually made during such fiscal year pursuant to this Section 7.4(e), 10% of the Consolidated Total Assets of the Guarantor as of the most recent fiscal quarter prior to such Disposition.
Limitation on Sales of Assets. The Company shall not in one or a series of transactions, other than in the ordinary course of business, sell, lease, transfer, convey or otherwise dispose of all or any significant part of the property or its assets in one or any series of related transactions, or enter into any agreement to do any of the foregoing, without prior written notice to the Holders and unless the net proceeds of such transaction (after taxes and expenses associated with the transaction) are used within 180 days of the closing of such transaction to: (i) be deployed in a Permitted Business, or (ii) retire indebtedness, including the Convertible Notes then outstanding. As used in this Section, a "significant part" shall be deemed to be property and/or assets representing more than 5% of the Company's total assets.
Limitation on Sales of Assets. Section 5.16 of the Revolving Credit Agreement is amended by adding the following subsection (a-1) immediately after subsection (a) thereof:
(a-1) the sale, transfer or other disposition of securities issued by AMRC Holdings that are not subject to the Security Interests (as defined in the Security and Pledge Agreement (as defined in the Term Credit Agreement));
Limitation on Sales of Assets. Other than in the ordinary course of business, the Company shall not sell, lease, assign, transfer or otherwise dispose of, or give options to purchase any of its assets (including, without limitation, receivables and leasehold interests but excluding obsolete or worn out property) whether now owned or hereafter acquired, and whether or-not leased back, except for assets sold or scrapped by the Company with an aggregate value not to exceed $20,000 on an annual basis.
Limitation on Sales of Assets. (a) The Company will not, and will not permit any of its Subsidiaries (other than any Unrestricted Subsidiary) to, consummate any Asset Sale (other than a Qualified Santee LLC Interest Sale) unless (i) such Asset Sale is for at least Fair Market Value and (ii) at least 85% of the consideration therefrom received by the Company or such Subsidiary is in the form of Cash or Cash Equivalents, provided that for purposes of this Section 4.19 Cash shall mean -------- ------------ U.S. dollars or such money as is freely convertible into U.S. dollars, provided -------- further that any non-Cash consideration that becomes Net Cash Proceeds will ------- thereafter be subject to the provisions of Section 4.19(b) and provided further --------------- ---------------- that any sale by Stater Bros. Markets of its interest in Santee LLC pursuant to the terms of the limited liability company agreement governing Santee LLC shall not be deemed to be an Asset Sale for purposes of this Section 4.19.
Limitation on Sales of Assets. Neither the Company nor any Restricted Subsidiary will convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including stock of Subsidiaries, receivables and leasehold interests and, with respect to the Financial Services Segment, its loan servicing portfolios), whether now owned or hereafter acquired, except:
(a) obsolete or worn out property disposed of in the ordinary course of business;
(b) the sale of inventory in the ordinary course of business, including sale-leasebacks of model homes;
(c) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(d) the sale or discount without recourse of mortgage loan receivables;
(e) the sale by the Financial Services Segment of its rights under loan servicing portfolios;
(f) as permitted by Section 7.10 (other than pursuant to clause (d) thereof);
(g) the sale of mortgages and mortgage-backed or other securities by the Financial Services Segment;
(h) the sale, transfer or other disposition of any stock, property or assets of the Limited-Purpose Subsidiaries;
(i) the sale, transfer or other disposition of Cash Equivalents; and
(j) any other sale or disposition of property or assets (including stock or assets of Subsidiaries), provided that the aggregate book value of all assets so sold or disposed of pursuant to this clause (j) in any period of 12 consecutive months shall not exceed 10% of the book value of the consolidated total assets of the Company (excluding the assets of the Limited Purpose Subsidiaries) as at the beginning of such 12 month period.
