Common use of Limitations on Asset Dispositions Clause in Contracts

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. No Loan Party shall, nor shall it permit any Domestic 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 or other disposition of obsolete, worn-out or surplus assets or other assets no longer used or usable in the business of the Company Loan Parties and their Subsidiaries, and the abandonment, sale or any other disposition of its patents, trademarks or other Intellectual Property that are, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Loan Parties and their Subsidiaries; (c) the transfer disposition of assets pursuant to any Borrower pursuant to Section 10.4(a) and any other transaction permitted pursuant to Section 10.4Sections 10.1, 10.3, 10.4 and 10.6; (d) the Company a Loan Party or any Domestic 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; (e) to the extent constituting a sale or other disposition of assets, (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; (h) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, (i) any Subsidiary Loan Party or any Non-Loan Party may transfer Capital Stock, Indebtedness or assets to any Borrower and Loan Party (provided that, in connection with any such transfer from a Non-Loan Party to a Loan Party, such Loan Party shall not pay more than an amount equal to the fair market value of such Capital Stock, Indebtedness or assets as determined at the time of such transfer), (ii) any Borrower Non-Loan Party may transfer Capital Stock, Indebtedness or assets to any Subsidiary other Non-Loan Party and (iii) any Loan Party may transfer Capital Stock, Indebtedness or assets (other than Collateral or any other Subsidiary Capital Stock of a Domestic Subsidiary) to any Non-Loan Party (provided that, in connection with any such transfer, such Loan Party shall not receive consideration valued in an aggregate amount not to exceed $1,000,000 during less than the term fair market value of this Agreementsuch Capital Stock, Indebtedness or assets as determined at the time of such transfer); (i) any trade-in of equipment in exchange for other equipment of reasonably equivalent or greater value in the ordinary course of business; (j) licenses and sublicenses of Intellectual Property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Loan Parties and their Domestic Subsidiaries; (k) leases, subleases, licenses or sublicenses of real or personal property granted by the Loan Parties or any of their Domestic Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Loan Parties and their Domestic Subsidiaries; (l) transfers or other dispositions in connection with insurance of property subject to condemnation, takings or casualty events; (m) dispositions of assets (other than Collateral) pursuant to Sale and condemnation events; provided that the requirements of Section 2.5(c) are complied with in connection therewithLease-Back Transactions; and (jn) additional dispositions of assets (other than Collateral) not otherwise permitted by pursuant to this Section 10.5 in an aggregate amount (based on the net book value of all such assets) not to exceed $250,000 5% of Consolidated Total Assets in any calendar yearFiscal Year; provided that no (i) Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the non-cash consideration received in connection therewith shall not exceed 25% of the total consideration received in connection with such disposition. Notwithstanding the foregoing, in connection with any disposition (other than a non-exclusive license) of a Material Trademark, if Excess Availability (calculated on a pro forma basis to exclude Eligible Inventory (x) disposed of in connection therewith or (y) which would no longer constitute Eligible Inventory as a result of the disposition of such Material Trademark) is less than $300,000,000, then the Administrative Borrower shall notify the Administrative Agent of such disposition and shall concurrently provide an updated Borrowing Base Certificate reflecting such disposition.

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 Borrower or any of its Subsidiaries; (c) the transfer of assets to the Borrower or any ABL Subsidiary Borrower pursuant to Section 10.4(a) and any other transaction permitted pursuant to Section 10.4; (d) the Company Borrower 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 Borrower or any Subsidiary pursuant to an employee stock incentive plan or grant or similar equity plan or 401(k) plans of the Company Borrower 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 the Borrower or any ABL Subsidiary Borrower and (ii) the Borrower or any ABL Subsidiary Borrower may transfer assets to any Subsidiary Loan Party or any other Subsidiary (other than an ABL Subsidiary Borrower) 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) the ABL Loan Agreement are complied with in connection therewith; (j) disposition of all or a portion of the Arsenal Venture Partners Investments; and (jk) dispositions not otherwise permitted by this Section 10.5 in an aggregate amount not to exceed $250,000 in any calendar year.