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 included in calculating future assets permitted to be sold under this Section 6.09; and (f) conveyances, sales, leases, assignments, transfers or other dispositions of assets from the Borrower to a wholly owned Subsidiary (including without limitation pursuant to the Reorganization), from a Subsidiary to the Borrower or from a Subsidiary to a wholly owned Subsidiary.
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Samples: Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America Inc)
Limitation on Sales of Assets. The Borrower Parent 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 Acquisitiontransactions; 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 Parent 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 6.096.09 and (ii) during the term of this Agreement, a sale of one warehouse/distribution center identified to the Lenders prior to such sale the aggregate book value of which is not greater than €100,000,000;
(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, including 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 510% of Consolidated Total Assets as determined by reference to the Borrower's Parent’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 Parent 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 included in calculating future assets permitted to be sold under this Section 6.09; and
(f) conveyances, sales, leases, assignments, transfers or other dispositions of assets from the Borrower Parent to a wholly owned Subsidiary (including without limitation pursuant to the Reorganization)Subsidiary, from a Subsidiary to the Borrower Parent or from a Subsidiary to a wholly owned Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Delhaize Group), Credit Agreement (Delhaize Group)
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 Acquisitiontransactions; 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 6.096.09 and (ii) during the term of this Agreement, a sale of one warehouse/distribution center identified to the Lenders prior to such sale the aggregate book value of which is not greater than $100,000,000;
(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, including 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 510% of Consolidated Total Assets as determined by reference to the Borrower's ’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 included in calculating future assets permitted to be sold under this Section 6.09; and
(f) conveyances, sales, leases, assignments, transfers or other dispositions of assets from the Borrower to a wholly owned Subsidiary (including without limitation pursuant to the Reorganization)Subsidiary, from a Subsidiary to the Borrower or from a Subsidiary to a wholly owned Subsidiary.
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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(a6.2(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 Acquisitiontransactions; 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 6.096.8, 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 510% 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(a5.1(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 included in calculating future assets permitted to be sold under this Section 6.096.8; and
and (f) conveyances, sales, leases, assignments, transfers or other dispositions of assets from the Borrower to a wholly owned Subsidiary (including without limitation pursuant to the Reorganization)Subsidiary, from a Subsidiary to the Borrower or from a Subsidiary to a wholly owned Subsidiary., provided that in each case any such wholly owned Subsidiary to whom such assets are being conveyed, sold, leased, assigned, transferred or otherwise disposed of executes and delivers a guarantee of the Borrower's obligations hereunder in favor of the Administrative Agent in substantially the form of Exhibit C. VII Events of Default If any of the following events ("Events of Default") shall occur:
(a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five days; (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any amendment or modification hereof, or in any report, certificate, financial statement or other document delivered pursuant to this Agreement or any amendment or modification hereof, shall prove to have been incorrect when made or deemed made; (d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.2, 5.3 (with respect to the Borrower's existence) or 5.8 or in Article VI; (e) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower;
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Samples: Credit Agreement (Food Lion Inc)
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 Acquisitiontransactions; 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 ’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 included in calculating future assets permitted to be sold under this Section 6.09; and
(f) conveyances, sales, leases, assignments, transfers or other dispositions of assets from the Borrower to a wholly owned Subsidiary (including without limitation pursuant to the Reorganization), from a Subsidiary to the Borrower or from a Subsidiary to a wholly owned Subsidiary.
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