Merger Consolidation and Disposition of Assets. None of the Borrower, MCRC, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary will:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approval, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning Subsidiary, or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning Subsidiary, or any wholly owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event of Default under §12.1(m) hereof; provided, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP with and into MCRLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC with and into MCRC, or (z) the merger or consolidation of two or more Subsidiaries of MCRC), the Borrower shall provide to the Administrative Agent a statement in the form of Exhibit D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer of the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” or a “Sale”) or xxxxx x Xxxx to secure Indebtedness (an “Indebtedness Lien”) on any of i...
Merger Consolidation and Disposition of Assets. (a) Neither the Company, nor any of its Subsidiaries, will at any time merge or consolidate with or into any Person except that (i) any Guarantor may merge with and into another Guarantor, (ii) any Guarantor may merge with and into the Company so long as the Company is the surviving corporation.
(b) Neither the Company, nor any of its Subsidiaries, will sell or otherwise dispose of any assets (including any Health Care Facility of the Company leased to UHS or to a UHS Subsidiary), except for:
(i) sales or other dispositions to a Credit Party,
(ii) sales or other dispositions made in connection with an exchange or swap of assets of like property for use in a business permitted by Section 5.2 provided that (x) (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such sale or other disposition are applied to the purchase price of such replacement property and (y) such exchanges or purchases occur within 180 days of any such sale or disposition;
(iii) sales or other dispositions of any Health Care Facility of the Company leased to UHS or to a UHS Subsidiary (but excluding any multi-tenant office building of which UHS or a UHS Subsidiary is a tenant), so long as (x) no Default or Event of Default exists or would result as a consequence thereof and (y) after giving effect to such transaction, the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Section 5.5, which in the case of such disposition of a Health Care Facility with a fair market value in excess of $10,000,000 shall be evidenced by a compliance certificate delivered to the Agent at least five days prior to such disposition; and
(iv) other sales or dispositions of assets of the Company or its Subsidiaries (including, without limitation, any multi-tenant office building of which UHS or a UHS Subsidiary is a tenant but excluding any other Health Care Facility of the Company leased to UHS or to a UHS Subsidiary) so long as (x) no Default or Event of Default exists or would result as a consequence thereof and (y) after giving effect to such transaction, the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Section 5.5.
Merger Consolidation and Disposition of Assets. (a) No Borrower shall become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices and with respect to asset swaps) except the merger or consolidation of, or asset or stock acquisitions between existing Borrowers, and except as otherwise provided in this Section 7.04(a). The Borrowers may purchase or otherwise acquire assets or the Equity Interests of any other Person; provided, that:
(i) the Borrowers are in pro forma compliance with each of the financial covenants set forth in Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such acquisition (with such amounts adjusted as if such acquisition occurred on the first day of the applicable Pro Forma Reference Period));
(ii) at the time of such acquisition, no Default or Event of Default has occurred and is continuing, and such acquisition will not otherwise create a Default or an Event of Default hereunder;
(iii) the business to be acquired is predominantly in the same lines of business as the Borrowers, or businesses reasonably related or incidental thereto (e.g., non-hazardous solid waste collection, transfer, hauling, recycling, or disposal), except for Investments in other lines of business in an aggregate amount not to exceed $50,000,000 at any time outstanding for all such Investments (the amount of any such Investment being the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment);
(iv) all of the assets to be acquired shall be owned by an existing or newly created Subsidiary of the Parent which Subsidiary shall be or become a Borrower hereunder in accordance with Section 6.16 or be designated an Excluded Subsidiary in accordance with Section 6.19 and subject to Section 7.15;
(v) the board of directors and (if required by applicable law) the shareholders, or the equivalents thereof, of the business to be acquired has approved such acquisition; and
(vi) if such acquisition is made by a merger, a Borrower, or a wholly-owned Subsidiary of the Parent which shall become a Borrower in...
Merger Consolidation and Disposition of Assets. (a) Borrower will not become a party to any merger, amalgamation or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices).
(b) Borrower will not become a party to or agree to or effect any disposition of assets, other than the sale of inventory and the disposition of obsolete assets, in each case in the ordinary course of business consistent with past practices.
Merger Consolidation and Disposition of Assets. SECTION 5.01. Merger, Consolidation and Disposition of Assets by the Company .................................................... 32 SECTION 5.02. Consolidation or Sale of Assets by a Guarantor ............ 33
Merger Consolidation and Disposition of Assets. (a) The Borrower will not become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices).
(b) The Borrower will not become a party to or agree to or effect any disposition of the Project or any part thereof, unless such agreement provides for the payment, in full, of all of Borrower's Obligations.
(c) The Borrower will not become a party to or agree to effect any disposition of assets, other than the disposition of assets not included in the Project in the ordinary course of business, consistent with the past practices.
Merger Consolidation and Disposition of Assets. And shall not permit ----------------------------------------------- any of their respective Subsidiaries to, merge or consolidate with or into any Person, or sell or lease or otherwise dispose of any substantial part of its assets or any restaurants (except inventory or obsolete equipment in the ordinary course of business and sale-leaseback transactions which shall be governed by Paragraph 10(i) below); provided, however, that so long as there --------------- does not exist a Potential Default or an Event of Default at the time and that no Potential Default or Event of Default would be created as a result of such action:
(1) The Company may merge or consolidate with any Subsidiary of the Company, but only if the Company is the surviving entity, the Parent may merge or consolidate with any Subsidiary of the Parent (other than the Company), but only if the Parent is the surviving entity, and any Guarantor may merge or consolidate with any Subsidiary of the Parent (other than the Company), but only if the Guarantor is the surviving entity;
(2) The Company may acquire the business or assets of any Subsidiary of the Company, the Parent may acquire the business or assets of any Subsidiary of the Parent (other than the Company), and any Guarantor may acquire the business or assets of any Subsidiary of the Parent (other than the Company);
(3) The Parent or the Company, as applicable, may enter into Other Permitted Asset Sales Transactions for cash (except to the extent permitted pursuant to Paragraph 10(b)(6) above), with unrelated third parties and for ------------------ fair market value; provided, however, that unless the Metropolitan Obligations shall have been paid in full, within ninety (90) days following the consummation of such Other Permitted Sales Transaction one hundred percent (100%) of the net sale proceeds shall be either, at the Company's option, applied as a prepayment against the Metropolitan Obligations or to permanently reduce the Revolving Loan Credit Limit by a like dollar amount (and, if necessary, to pay outstanding Revolving Loans such that the aggregate dollar amount of Revolving Loans and Outstanding Letters of Credit does not exceed the Revolving Loan Credit Limit as so reduced);
(4) The Parent or any Subsidiary may sell on one or more occasions to an independent unrelated third party and for fair market value other property and equipment with an aggregate net book value for all such property and equipment not in excess of $2,500,000....
Merger Consolidation and Disposition of Assets. Neither the Company, nor any of its Subsidiaries, will at any time merge or consolidate with or into any Person or sell or otherwise dispose of any Health Care Facility of the Company leased to UHS or to a UHS Subsidiary, except (i) that the Company may sell, if after giving effect to such sale no Default or Event of Default exists or would result as a consequence thereof, any Health Care Facility of the Company leased to UHS or to a UHS Subsidiary so long as such Health Care Facilities do not in the aggregate account for more than 5% of the total assets of the Company and its Subsidiaries as determined in accordance with GAAP over the term of this Agreement, (ii) a Subsidiary of the Company may merge with and into any wholly-owned Subsidiary of the Company and (iii) any Subsidiary of the Company may merge with and into the Company so long as the Company is the surviving corporation.
Merger Consolidation and Disposition of Assets. (a) Neither of the Borrowers will, and will not permit any of their respective Subsidiaries to, become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except (i) the merger or consolidation of one or more of the Subsidiaries of the Borrowers with and into either Borrower, (ii) the merger or consolidation of two or more Subsidiaries of the Borrowers or (iii) any Investments permitted by the terms hereof.
(b) Neither Borrower will, and will not permit any of its Subsidiaries to, become a party to or agree to or effect any Asset Sale without the prior written consent of each of the Lenders.
Merger Consolidation and Disposition of Assets. The Company will not at any time merge or consolidate with or into any Person or sell or otherwise dispose of any Health Care Facility of the Company leased to UHS or to a UHS Subsidiary, except that the Company may sell, if after giving effect to such sale no Default or Event of Default exists or would result as a consequence thereof, any two of such Health Care Facilities (other than the McAllen Medical Center located in McAllen, Texas).
