Merger or Consolidation; Asset Sales. Neither the Company nor any of its Subsidiaries will (a) merge or consolidate with or into any other Person or (b) sell, lease, transfer, or otherwise dispose of any of its Property (other than the sale of inventory in the ordinary course of business or the sale of obsolete or worn-out property in the ordinary course of business) except that so long as after giving effect thereto no Default or Event of Default shall exist: (i) any Loan Party may merge or consolidate with any corporation, provided that such Loan Party shall be the continuing or surviving entity, and provided that no Default occurs or would be caused by such merger or consolidation; (ii) any Loan Party (other than the Company) may merge or consolidate with any other Loan Party, provided that no Loan Party's Obligations under the Credit Documents shall decrease as a result of such merger or consolidation; (iii) the Company and its Subsidiaries may sell, lease, transfer or otherwise dispose of any assets to third parties outside the ordinary course of business; provided that, the Net Cash Proceeds received by the Company or such Subsidiary from all such sales in excess of $10,000,000.00 in any calendar year shall either (A) be re-invested by the Company or such Subsidiary in replacement assets of comparable value and utility within six months of the date received or (B) applied as a prepayment of Term Advances within such six- month period in accordance with Section 2.07; and (iv) the Company and its Subsidiaries may sell, discount or factor foreign accounts receivable with an uncollected face amount outstanding at any time not to exceed $50,000,000.00 without recourse or representation or warranty other than customary representations and warranties and recourse that would not prevent true sale treatment of such sale, discount or factor under GAAP.
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Samples: Credit Agreement (Global Industries LTD), Credit Agreement (Global Industries LTD)
Merger or Consolidation; Asset Sales. Neither the Company nor any of its Subsidiaries will (a) merge or consolidate with or into any other Person or (b) sell, lease, transfer, or otherwise dispose of any of its Property (other than the sale of inventory in the ordinary course of business or the sale of obsolete or worn-out property in the ordinary course of business) except that so long as after giving effect thereto no Default or Event of Default shall exist:
(i) any Loan Party may merge or consolidate with any corporation, provided that such Loan Party shall be the continuing or surviving entity, and provided that no Default occurs or would be caused by such merger or consolidation;
(ii) any Loan Party (other than the Company) may merge or consolidate with any other Loan Party, provided that no Loan Party's Obligations under the Credit Documents shall decrease as a result of such merger or consolidation;
(iii) the Company and its Subsidiaries may sell, lease, transfer or otherwise dispose of any assets to third parties outside the ordinary course of business; provided that, the Net Cash Proceeds received by the Company or such Subsidiary from all such sales in excess of $10,000,000.00 in any calendar year shall either (A) shall, within twelve months of the date received, be re-invested or committed to be re-invested through executed construction contracts by the Company or such Subsidiary in (A) replacement assets of comparable value and utility within six months of the date received or (B) applied as a prepayment improvements to existing assets of Term Advances within the Company or such six- month period in accordance with Section 2.07Subsidiary; and
(iv) the Company and its Subsidiaries may sell, discount or factor foreign accounts receivable with an uncollected face amount outstanding at any time not to exceed $50,000,000.00 without recourse or representation or warranty other than customary representations and warranties and recourse that would not prevent true sale treatment of such sale, discount or factor under GAAP.
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Merger or Consolidation; Asset Sales. Neither the Company nor any of its Subsidiaries will (a) merge or consolidate with or into any other Person or (b) sell, lease, transfer, or otherwise dispose of any of its Property (other than the sale of inventory in the ordinary course of business or the sale of obsolete or worn-out property in the ordinary course of business) except that so long as after giving effect thereto no Default or Event of Default shall exist:
(i) any Loan Party may merge or consolidate with any corporation, provided that such Loan Party shall be the continuing or surviving entity, and provided that no Default occurs or would be caused by such merger or consolidation;
(ii) any Loan Party (other than the Company) may merge or consolidate with any other Loan Party, provided that no Loan Party's Obligations under the Credit Documents shall decrease as a result of such merger or consolidation;
(iii) the Company and its Subsidiaries may sell, lease, transfer or otherwise dispose of any assets to third parties outside the ordinary course of business; provided that, (A) the Net Cash Proceeds received by the Company or such Subsidiary from all such sales in excess of $10,000,000.00 5,000,000.00 in any calendar year shall either (A) shall, within 90 days of the date received, be re-invested reinvested or committed to be reinvested through executed construction contracts by the Company or such Subsidiary in (1) replacement assets of comparable value and utility within six months or (2) improvements to existing assets of the date received Company or such Subsidiary, (B) applied if no Event of Default has occurred and is continuing or would result from such sale, the Loan Parties may sell, lease, transfer or otherwise dispose of any Mortgaged Vessel or any of the GP 35, GP37, MV Shamal and MV Selatan with Orderly Liquidation Value of up to an aggregate amount of $10,000,000 during the term of this Agreement and (C) when taken together with all other asset sales (other than sales, leases, transfers, or other dispositions permitted by subsection (iv) below) permitted by this Section during the fiscal year in which such Asset Sale occurs, the aggregate amount thereof does not exceed 5% of the Company's tangible net assets (based on book value) as a prepayment of Term Advances within such six- month period set forth in accordance with Section 2.07the Company's most recent Form 10-K; and
(iv) the Company and its Subsidiaries may sell, discount or factor foreign accounts receivable receivable, at face value or at a discount not to exceed 3%, with an uncollected face amount outstanding at any time not to exceed $50,000,000.00 20,000,000.00 for the four fiscal quarters most recently ended, without recourse or representation or warranty other than customary representations and warranties and recourse that would not prevent true sale treatment of such sale, discount or factor under GAAP; provided that no Event of Default has occurred and is continuing and that the Company is in compliance with Sections 6.13 through 6.17 both before and after giving effect to such transaction.
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