Common use of Merger or Consolidation; Asset Sales Clause in Contracts

Merger or Consolidation; Asset Sales. The Borrower will not, and will not permit any of its Subsidiaries to, (a) merge or consolidate with or into any other Person, unless (i) the Borrower (in the case of any transaction involving the Borrower) or such Subsidiary (unless such Subsidiary is merged into the Borrower or another Subsidiary) is the surviving corporation, and (ii) immediately after giving effect to any such proposed transaction no Default would exist; or (b) sell, transfer, or otherwise dispose of any of the Borrower's or such Subsidiary's Property (unless, in the case of a Subsidiary, such assets are sold, leased, transferred or otherwise conveyed to another Subsidiary which is a Guarantor) except for (i) sales, transfers and dispositions in the ordinary course of business for a fair and adequate consideration, (ii) sales, transfers or dispositions of assets which are obsolete or are no longer in use and which are not significant to the continuation of the Borrower or any of its Subsidiaries business; (iii) sales, transfers or dispositions of assets, other than sales, transfer or dispositions otherwise permitted by (i), (ii) or (iv) hereof, the Net Cash Proceeds of which do not exceed $40,000,000 in the aggregate for all such sales, transfers or dispositions of assets during any fiscal year; or (iv) sales of the assets or capital stock of any Affiliate of the Borrower other than any of its Subsidiaries.

Merger or Consolidation; Asset Sales. The Borrower will not, and will not permit any of its Subsidiaries to, : (a) merge or consolidate with or into any other Person, unless (i) the Borrower (in the case of any transaction involving the Borrower) or such Subsidiary (unless such Subsidiary is merged into the Borrower or another Subsidiary) is the surviving corporation, and (ii) immediately before and after giving effect to any such proposed transaction transaction, no Default existed or would exist; or ; (b) sell, transfer, transfer or otherwise dispose of any of the Borrower's or such Subsidiary's Property (unless, in the case of a Subsidiary, such assets are sold, leased, transferred or otherwise conveyed to another Subsidiary which is a Guarantor) except for (i) sales, transfers and dispositions in the ordinary course of business for a fair and adequate consideration, (ii) sales, transfers or dispositions of assets which are obsolete or are no longer in use and which are not significant to the continuation of the Borrower Borrower's or any of its Subsidiaries business; (iii) sales, transfers or dispositions of assets, other than sales, transfer or dispositions otherwise permitted by (i), ) or (ii) or (iv) hereofabove, the Net Cash Proceeds of which do not exceed $40,000,000 in the aggregate for all such sales, transfers or dispositions of assets during any fiscal year; or (iv) sales sales, transfers or other dispositions of (1) the Capital Stock or assets and liabilities of Wingfoot pursuant to the Wingfoot Put and Call, (2) the G.I. Leased Properties and/or (3) the Capital Stock or assets and liabilities of the assets or capital stock of any Affiliate of the Borrower other than any of its SubsidiariesSubsidiaries identified on Schedule 1.1(c).