Limitations on Sale of Assets. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:
(a) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and
(b) except in the case of a Permitted Asset Swap, if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of the greater of (a) $50 million and (b) 1.5% of Consolidated Total Assets for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such disposition, either (A) at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or (B) at least 50% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents (provided that the Net Cash Proceeds received pursuant to this clause (B) must be used to repay the Loans in accordance with Section 5.2(a) within three (3) Business Days of receipt thereof); provided that the amount of:
(i) any liabilities (as reflected on the Borrower’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such consolidated balance sheet, as determined in good faith by the Borrower) of the Borrower, other than liabilities that are by their terms subordinated to the Loans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which the Borrower and all such Restricted Subsidiaries have been validly released by all applicable creditors in writing;
(ii) any securities, notes or other obligations or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case,...
Limitations on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired except:
(a) the sale of inventory in the ordinary course of business;
(b) the sale of obsolete assets no longer used or usable in the business of the US Borrower or any of its Subsidiaries;
(c) the transfer of assets to a Borrower or any Subsidiary Guarantor pursuant to Section 10.4;
(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) the disposition of any Hedging Agreement;
(f) sales of assets to Foreign Subsidiaries the fair market value with respect to which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.1(i) and 10.3(i), does not exceed $60,000,000 in the aggregate during the term of this Agreement;
(g) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, transfers of an interest in the Transferred Assets in connection with an Account Securitization;
(h) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, transfers of assets from the US Borrower and its Subsidiaries to the joint venture permitted pursuant to Section 10.3(l); and
(i) additional dispositions of assets not otherwise permitted pursuant to this Section the fair market value with respect to which does not exceed $5,000,000 in the aggregate in any Fiscal Year.
Limitations on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, any capital stock or other ownership interest in any Subsidiary or Affiliate or the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired, except:
(a) The sale of obsolete assets no longer used or usable in the business of IPT or any of its Subsidiaries, including the Borrower;
(b) The sale of interests in Real Estate Entities;
(c) Inter-company sales; and
(d) The sale of assets, other than as otherwise permitted hereunder, not to exceed an aggregate of $10,000,000 in any Fiscal Year.
Limitations on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired except:
(a) the sale of inventory in the ordinary course of business;
(b) the sale of obsolete 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 Wholly-Owned Subsidiary of the Borrower pursuant to Section 10.5(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 transfer of assets by any Subsidiary who is not a Guarantor to any Wholly-Owned Subsidiary of the Borrower or to the Borrower;
(i) the sale, lease, assignment or transfer of restaurants by the Borrower or any Subsidiary thereof to any third party or non-Wholly-Owned Subsidiary; provided, that such sales, leases, assignments and transfers shall not exceed ten (10) restaurants in the aggregate and, in addition, (ii) the sale of The Capital Grille Restaurants and Bugaboo Creek Steak House restaurants so long as, with respect to each such concept, all of the restaurants within such concept are sold; provided, that with respect to both clauses (i) and (ii) above, (A) the Borrower shall have demonstrated, in form and substance satisfactory to the Administrative Agent, pro forma compliance with each of the covenants set forth in Article IX after giving effect to such sale or transfer and (B) the Aggregate Commitment shall be reduced in connection therewith as required pursuant to Section 2.6(b)(ii).
Limitations on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired except:
(a) the sale of inventory in the ordinary course of business;
(b) the sale of assets, for fair market value in the ordinary course of business that are 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 Wholly-Owned Subsidiary of the Borrower pursuant to Section 8.4(c);
(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) sales or grants of licenses in the ordinary course of business to use the patents, trade secrets, know-how and other intellectual property of the Borrower and its Subsidiaries to the extent that any such license does not prohibit the Borrower or its Subsidiaries from using any material technologies licensed unless for due consideration, or require the Borrower or its Subsidiaries to pay fees for the use of any material technology;
(g) any distribution permitted pursuant to Section 8.6; and
(h) sales of assets by the Borrower or any Subsidiary of the Borrower in an aggregate amount not to exceed $10,000,000; provided that such limitations on the sale of assets shall not include, so long as no Default or Event of Default has occurred and is continuing, any sale of assets consisting of property, plant or equipment of Borrower or any of its Subsidiaries in which the net cash proceeds of such sale are reinvested in assets consisting of property, plant or equipment (or otherwise in a manner acceptable to the Lender in its sole discretion) within two hundred seventy (270) days after receipt of such net cash proceeds.
Limitations on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired except:
(a) the sale of inventory in the ordinary course of business;
(b) the sale of 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 Wholly-Owned Subsidiary pursuant to Section 10.4(c);
(d) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(e) the sale of assets that for the four fiscal quarters ending immediately prior to such sale generated less than ten percent (10%) of the Operating Cash Flow of the Borrower and its Subsidiaries for such four fiscal quarter period; provided, that during the term of the Credit Facility, aggregate sales of assets under this subsection may not exceed twenty percent (20%) of Operating Cash Flow accumulated from the Closing Date to the date of the most recent sale of assets without the written consent of the Required Lenders; and provided further that the Borrower and its Subsidiaries will comply with Section 2.3(c) with respect to the proceeds of any sale under this Section 10.5(e); and
(f) the Intergroup Asset Transfers.
Limitations on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired except:
(a) the sale of inventory in the ordinary course of business;
(b) the sale of assets, for fair market value in the ordinary course of business, that are 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 Wholly-Owned Subsidiary of the Borrower pursuant to Section 10.4(c);
(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) sales or grants of licenses in the ordinary course of business to use the patents, trade secrets, know-how and other intellectual property of the Borrower and its Subsidiaries to the extent that any such license does not prohibit the Borrower or its Subsidiaries from using any material technologies licensed unless for due consideration, or require the Borrower or its Subsidiaries to pay fees for the use of any material technology;
(g) any distribution permitted pursuant to Section 10.6; and
(h) sales of assets by the Borrower or any Subsidiary of the Borrower in an aggregate amount not to exceed $10,000,000 during the term of this Agreement; provided that such limitations on the sale of assets shall not include, so long as no Default or Event of Default has occurred and is continuing, any sale of assets consisting of property, plant or equipment of Borrower or any of its Subsidiaries in which the net cash proceeds of such sale are reinvested in assets consisting of property, plant or equipment (or otherwise in a manner acceptable to the Administrative Agent in its sole discretion) within two hundred seventy (270) days after receipt of such net cash proceeds.
Limitations on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired except:
(a) the sale of obsolete assets no longer used or usable in the business of the Borrower; and
(b) the sale of assets which are replaced in the ordinary course of business, the fair market value of which shall not exceed $500,000 with respect to any transaction and $2,000,000 in the aggregate for all such transactions during the term of this Agreement.
Limitations on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, accounts receivables and leasehold interests), 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 or other assets in the ordinary course of business;
(c) as permitted by Section 6.4;
(d) Permitted Liens;
(e) the abandonment of any patent, patent application, trademark, trademark application service xxxx or copyright that any Subsidiary of the Parent determines, in its commercial reasonable judgment, is no longer necessary or useful in any material respect in its business; and
(f) transfers of assets by any Loan Party to any Non-Loan Party, provided that such Loan Party receives cash consideration in an amount not less than the fair market value of such transferred assets.
Limitations on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including without limitation the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired except:
(a) the sale of inventory in the ordinary course of business;
(b) the sale of obsolete assets no longer used or usable in the business of any Borrower or any Subsidiary;
(c) the transfer of assets to any Borrower or any Wholly-Owned Subsidiary (other than a Restricted Subsidiary) of any Borrower pursuant to Section 10.5(c) hereof;
(d) the transfer of assets to any Guarantor pursuant to Section 10.4(d) hereof;
(e) dispositions by any Borrower or any Subsidiary of property pursuant to sale-leaseback transactions, provided that the book value of all property so disposed of shall not exceed $10,000,000 from and after the date of the Second Amendment;
(f) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and
(g) the sale, transfer or other disposition of any other assets not to exceed $25,000,000 in the aggregate, valued at the higher of book value or sales price, in any twelve month period.”
13. Modification of Section 10.7(c) of the Credit Agreement. 10.7(c) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
