Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except:
(a) the sale of inventory in the ordinary course of business;
(b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the U.S. Borrower or any of its Subsidiaries;
(c) the transfer of assets to the U.S. Borrower, the Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a U.S. Credit Party or a Credit Party, such U.S. Credit Party or Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a U.S. Credit Party or a Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer);
(d) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(e) the disposition of any Hedging Agreement;
(f) the disposition of cash or Cash Equivalents;
(g) subject to the requirements of Section 8.2(b), the sale of timberlands by the U.S. Borrower or its Subsidiaries;
(h) the transfer by the Original U.S. Borrower of the Capital Stock of the New U.S. Borrowers to the Parent in connection with the New U.S. Borrower Transactions in exchange for a promissory note or promissory notes, in form and substance satisfactory to the U.S. Administrative Agent, payable by the Parent to the Original U.S. Borrower (such notes, as amended, restated, supplemented or otherwise modified, the “New U.S. Borrower Notes”);
(i) [Intentionally Omitted]; and
(j) Asset Dispositions of all or any portion of the New U.S. Borrower Fixed Assets; provided that:
(i) such Asset Disposition shall be for no less than fair market value;
(ii) both before and after giving to such Asset Disposition, no Default or Event of Default shall have occurred and be continuing;
(iii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX;
(iv) the terms of such Asset Disposition shall be reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent, each in its sole discretion;
(v) the Net Cash Proceeds of such Asset Disposition shall be applied in accordance with Section 8....
Limitations on Asset Dispositions. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: (x) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value thereof and (y) not less than 70% of the consideration received by the Company (or such Restricted Subsidiary, as the case may be) is in the form of cash, Cash Equivalents and Marketable Securities.
(b) The amount of (i) any Indebtedness (other than any Subordinated Indebtedness) of either the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Disposition (provided that the Company or Restricted Subsidiary, as the case may be, making the Asset Disposition is released from its obligations with respect to such Indebtedness), (ii) any notes or other obligations received by the Company or any Restricted Subsidiary which are converted into cash or Cash Equivalents within 60 days of receipt thereof and (iii) the Fair Market Value of any Property or other asset (including Equity Interests of any Person that will be a Restricted Subsidiary following receipt thereof) received that is used or useful in a Real Estate Business shall be deemed to be consideration required by Section 4.10(a)(y) for purposes of determining the percentage of such consideration received by the Company or Restricted Subsidiary, as the case may be.
(c) The Net Cash Proceeds of an Asset Disposition shall, within one year of such Asset Disposition, at the Company’s election, (a) be used by either of the Company or a Restricted Subsidiary to invest in assets (including Equity Interests of any Person that is or will be a Restricted Subsidiary following investment therein) used or useful in the Real Estate Business of the Company and the Restricted Subsidiaries, (b) be used to permanently prepay or permanently repay any (1) Indebtedness that had been secured by the assets sold in the relevant Asset Disposition or (2) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or (c) be applied to make an offer to purchase Notes and, if the Company or a Restricted Subsidiary elects or is required to do so, to repay, purchase or redeem any other Senior Indebtedness (or cash collateralize letters of credit that constitute Senior Indebtedness Incurred in connection with Indebtedness Incurred pursuant to clause (1) of the definition of “Permitted Indebtedness” or a Credi...
Limitations on Asset Dispositions. Sell, lease or otherwise dispose of any substantial part (as defined below) of the assets of the Borrower and its Subsidiaries; provided, however, that the Borrower or any Subsidiary may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Borrower and its Subsidiaries if such assets are sold in an arms-length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within three-hundred sixty five (365) days of such sale, lease or disposition, in any combination:
(a) to acquire productive assets used or useful in carrying on the business of the Borrower and its Subsidiaries and having a value at least equal to the value of such assets sold, leased or otherwise disposed of (or the Borrower or any Subsidiary is contractually obligated to acquire such productive assets pursuant to a binding contract entered into within such 365 day period so long as such productive assets shall have been acquired within sixty (60) days following such 365 day period); and/or
(b) to prepay other Senior Debt; provided that such prepayment shall be pursuant to, and in accordance with, the terms of the Senior Unsecured Private Notes until such time as (i) the Senior Unsecured Private Notes have been repaid, defeased or repurchased in full or (ii) the provisions of the Senior Unsecured Private Notes have been amended to remove the requirements set forth in Section 10.5(2)
Limitations on Asset Dispositions. No Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly, sell, issue, assign, lease, license, transfer, abandon, or otherwise dispose of any Capital Stock, Indebtedness, or any or all of its assets (whether in one transaction or a series of transactions) to any other Person except
(a) the sale of inventory in the ordinary course of business;
(b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Company or any of its Subsidiaries;
(c) the transfer of assets to any Borrower pursuant to Section 10.4(a) and any other transaction permitted pursuant to Section 10.4;
(d) the Company or any Subsidiary may write-off, discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction;
(i) issuances of Capital Stock in the ordinary course of business and (ii) the issuance of Capital Stock of the Company or any Subsidiary pursuant to an employee stock incentive plan or grant or similar equity plan or 401(k) plans of the Company or any Subsidiary for the benefit of directors, officers, employees or consultants;
(f) the disposition of any Hedge Agreement;
(g) dispositions of Investments in cash and Cash Equivalents;
(i) any Subsidiary may transfer assets to any Borrower and (ii) any Borrower may transfer assets to any Subsidiary Loan Party or any other Subsidiary in an aggregate amount not to exceed $1,000,000 during the term of this Agreement;
(i) dispositions in connection with insurance and condemnation events; provided that the requirements of Section 2.5(c) are complied with in connection therewith; and
(j) dispositions not otherwise permitted by this Section 10.5 in an aggregate amount not to exceed $250,000 in any calendar year.
Limitations on Asset Dispositions. Not make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except:
(a) the sale of inventory in the ordinary course of trading;
(b) the sale of obsolete, damaged, worn-out or surplus assets no longer needed in the business of the Borrower or any of its Subsidiaries;
(c) any lease or sub-licence of spectrum subject to a Communications Licence provided that such lease or sub-licence is on bona fide arms length terms at the time such agreement is entered into and does not have, and could not reasonably expected to have, a Material Adverse Effect;
(d) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to Clause 22.4 (Limitations on Mergers and Liquidations); and
(e) the sale or discount without recourse of accounts receivable arising in the ordinary course of trading in connection with the compromise or collection thereof.
Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any Sale-and-Leaseback Transaction or similar transaction) except:
(i) the sale of inventory in the ordinary course of business;
(ii) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries (including without limitation dispositions of slot machines);
(iii) the transfer of assets to the Borrower or any Guarantor pursuant to Section 5.02(d)(iii);
(iv) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(v) the disposition of any Hedge Agreement;
(vi) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $10,000,000 in any Fiscal Year; and
(vii) Asset Dispositions pursuant to any Sale-and-Leaseback Transaction permitted pursuant to Section. 5.02(r).
Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except:
(a) the sale of inventory in the ordinary course of business;
(b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries;
(c) the transfer of assets to the Borrower or any other Credit Party pursuant to Section 11.4(b);
(d) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(e) the disposition of any Hedging Agreement permitted pursuant to Section 11.1(b); and
(f) additional Asset Dispositions by any Credit Party not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $500,000 in any Fiscal Year.
Limitations on Asset Dispositions. Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except:
(a) the sale of inventory in the ordinary course of business;
(b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries;
(c) the transfer of assets to the Borrower, the Canadian Borrower or any Wholly-Owned Subsidiary (provided that, in the case of any such transfer of assets, (i) if the transferee of such assets is a Credit Party or a Canadian Credit Party, such Credit Party or Canadian Credit Party shall not pay more than the fair market value of such assets (determined as of the date of the applicable transfer) and (ii) if the transferor of such assets is a Credit Party or a Canadian Credit Party, the transferee shall not pay less than the fair market value of such assets (determined as of the date of the applicable transfer);
(d) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(e) the disposition of any Hedging Agreement;
(f) the disposition of cash or Cash Equivalents;
(g) subject to the requirements of Section 8.2(b), the sale of timberlands by the Borrower or its Subsidiaries; and
(h) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $250,000,000 in the aggregate during the term of this Agreement.
Limitations on Asset Dispositions. Make any Asset Disposition (including the sale of any receivables and leasehold interests and any sale–leaseback or similar transaction) except:
(a) the sale of inventory in the ordinary course of business;
(b) the sale of obsolete or worn–out assets no longer usable in the business of Holdings or any of its Subsidiaries;
(c) transfers of assets permitted pursuant to Section 9.4;
(d) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(e) subject to the requirements of Section 8.12, the disposition of any Hedging Agreement; and
(f) Liens, investments, dividends and distribution, leases and licenses not prohibited by the provisions of this Agreement; and
(g) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $5,000,000 during the term of this Agreement.
Limitations on Asset Dispositions. Make any Asset Disposition (including the sale of any receivables and leasehold interests) except:
(a) the sale of inventory in the ordinary course of business;
(b) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries;
(c) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to Section 11.4(b) and any other transaction permitted pursuant to Section 11.4;
(d) the Borrower or any Subsidiary may discount, sell or otherwise dispose of defaulted or past due receivables and similar obligations (i) made in the ordinary course of business and which remain unpaid by the account debtors, (ii) without recourse which are past due and which have been written off as uncollectible, (iii) from a Material Subsidiary to the Borrower or (iv) made in connection with the sale of a business but only with respect to the receivables directly generated by the business so sold;
