Common use of Merger; Consolidation; Disposition of Assets Clause in Contracts

Merger; Consolidation; Disposition of Assets. The Applicant will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, enter into any consolidation, merger or other combination, or sell, assign, lease, convey, transfer, or otherwise dispose of (whether in one or a series of transactions) all or any substantial portion of its assets, business or properties outside of the ordinary course of its business, or agree to do any of the foregoing; provided, however, that: (i) any Subsidiary may merge or consolidate with, or sell or otherwise dispose of assets to, another Subsidiary or the Applicant so long as (y) the surviving or transferee corporation is the Applicant or a Wholly Owned Subsidiary and (z) immediately after giving effect thereto, no Default or Event of Default would exist; and (ii) the Applicant and its Subsidiaries may (x) sell, or otherwise dispose of, the capital stock or all or any portion of the assets, business or properties of a Subsidiary that is not a Material Subsidiary, (y) liquidate, windup or dissolve any Subsidiary that is not a Material Subsidiary, and (z) sell, or otherwise dispose of, any asset or group of assets constituting less than (A) in any single transaction or series of related transactions, ten percent (10%) of Consolidated Statutory Surplus as of the last day of the fiscal quarter ending on or immediately prior to the date of such sale, and (B) during any fiscal year, in the aggregate with all such other sales pursuant to this clause (ii), thirty percent (30%) of Consolidated Statutory Surplus as of the end of the immediately preceding fiscal year.

Merger; Consolidation; Disposition of Assets. The Applicant will not, and will not permit or cause any of its Subsidiaries to, liquidate(a) Liquidate, wind up or dissolve, enter into any consolidation, merger or other combination, or sell, assign, lease, convey, transfer, assumption reinsure or otherwise dispose of (whether in one or a series of transactions) all or any substantial portion of its assets, business or properties outside assets to any Person (except that a Subsidiary of the ordinary course Borrower may (x) merge or consolidate with, or sell, assign, lease, convey, transfer, or otherwise dispose of (whether in one or a series of transactions) assets to the Borrower or a Subsidiary of the Borrower and (y) sell, assign, lease, convey, transfer, or otherwise dispose of all of its businessassets in compliance with the provisions of Sections 7.04(b) or 7.04(c) below). (b) Except as permitted under Sections 7.04(a) or 7.04(c) below, sell, assign, lease, convey, transfer, assumption reinsure or agree to do otherwise dispose of (whether in one or a series of transactions) any of its assets (an "Asset Disposition") unless (i) in the foregoinggood faith opinion of the Borrower, the Asset Disposition is in exchange for consideration having a Fair Market Value at least equal to that of the property exchanged and is in the best interest of the Borrower or such Subsidiary; (ii) immediately after giving effect to the Asset Disposition, no Default or Event of Default would exist; and (iii) immediately after giving effect to the Asset Disposition, the Fair Market Value of all property that was the subject of any Asset Disposition occurring in the then current fiscal year of the Borrower would not exceed 10% of Consolidated Net Worth as of the then most recently ended fiscal year of the Borrower; provided, however, that: that notwithstanding the foregoing, the Borrower and its Subsidiaries, in the ordinary course of business, may sell, assign, lease, convey, transfer, or otherwise dispose of, (i) inventory held for sale, (2) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Borrower or any of its Subsidiaries or that is obsolete or (3) securities in the investment portfolios of the Borrower or its Subsidiaries. (c) Notwithstanding the foregoing, any Subsidiary may merge or consolidate with, or sell or otherwise dispose of assets to, another Subsidiary or the Applicant Borrower so long as (yi) the surviving or transferee corporation is the Applicant Borrower or a Wholly Owned Subsidiary and (zii) immediately after giving effect thereto, no Default or Event of Default would exist; and. (iid) the Applicant and its Subsidiaries may (x) sell, or Except as otherwise dispose ofset forth in this Section 7.04, the capital stock or all or any portion of the assets, business or properties of a Subsidiary that is not a Material Subsidiary, (y) liquidate, windup or dissolve any Subsidiary that is not a Material SubsidiaryBorrower will not, and (z) will not permit or cause any of its Insurance Subsidiaries to sell, or otherwise dispose of, any asset or group capital stock of assets constituting less than (A) any Insurance Subsidiary which has a net capital worth in any single transaction or series excess of related transactions, ten percent (10%) of Consolidated Statutory Surplus as of the last day of the fiscal quarter ending on or immediately prior to the date of such sale, and (B) during any fiscal year, in the aggregate with all such other sales pursuant to this clause (ii), thirty percent (30%) of Consolidated Statutory Surplus as of the end of the immediately preceding fiscal year.$10,000,000. 66

Merger; Consolidation; Disposition of Assets. The Applicant Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, enter into any consolidation, merger or other combination, or sell, assign, lease, convey, transfer, assumption reinsure or otherwise dispose of (whether in one or a series of transactions) all or any substantial portion of its assets, business or properties outside of the ordinary course of its business, or agree to do any of the foregoing; provided, however, that: (ia) any Subsidiary may merge or consolidate with, or sell or otherwise dispose of assets to, another Subsidiary or the Applicant Borrower so long as (y) the surviving or transferee corporation is the Applicant Borrower or a Wholly Owned Subsidiary and (z) immediately after giving effect thereto, no Default or Event of Default would exist; and (iib) the Applicant Borrower and its Subsidiaries may (x) sell, or otherwise dispose of, the capital stock or all or any portion of the assets, business or properties of a Subsidiary that is not a Material Subsidiary, (y) liquidate, windup or dissolve any Subsidiary that is not a Material Subsidiary, and (z) sell, or otherwise dispose of, any asset or group of assets constituting less than (Acalculated net of liabilities transferred in connection therewith) (1) in any single transaction or series of related transactions, ten percent (10%) of Consolidated Statutory Surplus as of the last day of the fiscal quarter ending on or immediately prior to the date of such sale, and (B2) during any fiscal year, in the aggregate with all such other sales pursuant to this clause (iiz), thirty percent (30%) of Consolidated Statutory Surplus as of the end of the immediately preceding fiscal year. Notwithstanding the foregoing, the Borrower will not, and will not permit or cause any of its Subsidiaries to sell, or otherwise dispose of, any capital stock of any Material Subsidiary, other than Caliber One Indemnity Company.

Merger; Consolidation; Disposition of Assets. The Applicant will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, enter into any consolidation, merger or other combination, or sell, assign, lease, convey, transfer, assumption reinsurance or otherwise dispose of (whether in one or a series of transactions) all or any substantial portion of its assets, business or properties outside of the ordinary course of its business, or agree to do any of the foregoing; provided, however, that: (i) any Subsidiary may merge or consolidate with, or sell or otherwise dispose of assets to, another Subsidiary or the Applicant so long as (y) the surviving or transferee corporation is the Applicant or a Wholly Owned Subsidiary and (z) immediately after giving effect thereto, no Default or Event of Default would exist; and (ii) the Applicant and its Subsidiaries may (x) sell, or otherwise dispose of, the capital stock or all or any portion of the assets, business or properties of a Subsidiary that is not a Material Subsidiary, (y) liquidate, windup or dissolve any Subsidiary that is not a Material Subsidiary, and (z) sell, or otherwise dispose of, any asset or group of assets constituting less than (A) in any single transaction or series of related transactions, ten percent (10%) of Consolidated Statutory Surplus as of the last day of the fiscal quarter ending on or immediately prior to the date of such sale, and (B) during any fiscal year, in the aggregate with all such other sales pursuant to this clause (ii), thirty percent (30%) of Consolidated Statutory Surplus as of the end of the immediately preceding fiscal year.