Common use of Limitations on Sale of Assets Clause in Contracts

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, including 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 business of worn-out or obsolete assets no longer used or usable in the business of the Borrower or any of its Subsidiaries; (c) (i) intercompany leases and transfers of equipment and related assets among GGS Companies that are Loan Parties, (ii) intercompany leases and transfers of equipment and related assets among GGS Companies that are not Loan Parties, (iii) intercompany leases of equipment and related assets by a Loan Party to a GGS Company that is not a Loan Party in the ordinary course of business so long as such Loan Party retains title to and ownership of such equipment and related assets at all times, (iv) intercompany leases of equipment and related assets by a GGS Company that is not a Loan Party to any other GGS Company in the ordinary course of business, and (v) any transfer of assets to the Borrower or any Wholly-Owned Subsidiary of the Borrower pursuant to other transaction permitted under Section 10.4(c)6.04; (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 5.15, the disposition of any Financial 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 considerationsale, or require the Borrower or its Subsidiaries to pay fees for the use series of related sales, of any material technology; (g) any distribution property, business or assets not otherwise permitted pursuant to by this 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 2,000,000 for each such sale or series of related sales and not to exceed $9,000,000 in the aggregate during the term of this Agreement; (g) the sale of non-strategic assets acquired as part of a Permitted Acquisition that the Borrower or such Subsidiary intended to sell at the time of such Permitted Acquisition; 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 are identified 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 writing to the Administrative Agent in its sole discretion) within two hundred seventy (270) 60 days after receipt the date of such net Permitted Acquisition; and (h) the lease by any Loan Party as lessor of equipment to any third party that is not an Affiliate of such Loan Party in the ordinary course of business so long as such Loan Party retains title to and ownership of such equipment at all times; provided that the book value of all such equipment subject to such leases may not exceed, in the aggregate, $30,000,000 plus the sum of the then Available Amount plus the then Equity Proceeds Available Amount; provided that with respect to any asset sale permitted under this Section (other than sales or transfers permitted under Section 6.05(a) through 6.05(e) or Section 6.05(h)) (i) the Net Cash Proceeds from such asset sale shall be subject to Section 2.13(d), (ii) such sale shall be made for consideration at least 75% of which is cash proceedsand (iii) such consideration shall be at least equal to the fair market value of such 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, including 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 business of worn-out or obsolete assets no longer used or usable in the business of the Borrower or any of its Subsidiaries; (c) (i) intercompany leases and transfers of equipment and related assets among GGS Companies that are Loan Parties, (ii) intercompany leases and transfers of equipment and related assets among GGS Companies that are not Loan Parties, (iii) intercompany leases of equipment and related assets by a Loan Party to a GGS Company that is not a Loan Party in the ordinary course of business so long as such Loan Party retains title to and ownership of such equipment and related assets at all times, (iv) intercompany leases of equipment and related assets by a GGS Company that is not a Loan Party to any other GGS Company in the ordinary course of business, and (v) any transfer of assets to the Borrower or any Wholly-Owned Subsidiary of the Borrower pursuant to other transaction permitted under Section 10.4(c)6.04; (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 5.15, the disposition of any Financial 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 considerationsale, or require the Borrower or its Subsidiaries to pay fees for the use series of related sales, of any material technology; (g) any distribution property, business or assets not otherwise permitted pursuant to by this 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 1,000,000 for each such sale or series of related sales and not to exceed $7,500,000 in the aggregate during the term of this Agreement; (g) the sale of non-strategic assets acquired as part of a Permitted Acquisition that the Borrower or such Subsidiary intended to sell at the time of such Permitted Acquisition; 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 are identified 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 writing to the Administrative Agent in its sole discretion) within two hundred seventy (270) 60 days after receipt the date of such net Permitted Acquisition; and (h) the lease by any Loan Party as lessor of equipment to any third party that is not an Affiliate of such Loan Party in the ordinary course of business so long as such Loan Party retains title to and ownership of such equipment at all times; provided that the book value of all such equipment subject to such leases may not exceed, in the aggregate, $25,000,000 plus the sum of the then Available Amount plus the then Equity Proceeds Available Amount; provided that with respect to any asset sale permitted under this Section (other than sales or transfers permitted under Section 6.05(a) through 6.05(e) or Section 6.05(h)) (i) the Net Cash Proceeds from such asset sale shall be subject to Section 2.13(d), (ii) such sale shall be made for consideration at least 75% of which is cash proceedsand (iii) such consideration shall be at least equal to the fair market value of such assets.