Common use of Limitations on Asset Dispositions Clause in Contracts

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. Sell, lease or otherwise dispose of any substantial part (as defined below) of the assets of the Borrower Company and its Subsidiaries; provided, however, that the Borrower Company or any Subsidiary may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Borrower Company 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 Company 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 Company 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) 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. Sell, lease or otherwise dispose of any substantial part (as defined below) of the assets of the Borrower Company and its Subsidiaries; provided, however, that the Borrower Company or any Subsidiary may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Borrower Company 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 Company 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 Company 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) 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)) thereof. As used in this Section 10.2, a sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Subsidiaries if the book value of such assets, when added to the book value of all other assets sold, leased or otherwise disposed of by the Company and its Subsidiaries during any Fiscal Year, exceeds fifteen percent (15%) of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (i) sale or disposition of assets in the ordinary course of business of the Company and its Subsidiaries, (ii) any transfer of assets from a Credit Party to any other Credit Party and (iii) any sale or transfer of property acquired by any Credit Party after the date of this Agreement to any Person within three hundred sixty-five (365) days following the acquisition or construction of such property by such Person if such Person shall concurrently with such sale or transfer, lease such property, as lessee.

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/orand/or CHL:40759.7 (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)