Merger, Sale of Assets, Dissolution, Etc. Enter into any transaction of merger or consolidation, change its name, acquire all or a substantial portion of the assets of any Person, or transfer, sell, assign, lease, or otherwise dispose of (other than sales by the Company or any of its Subsidiaries of Inventory of the Company or such Subsidiary in the ordinary course of business or sales by the Company or any of its Subsidiaries of Inventory or fixtures of the Company or such Subsidiary at any location in connection with the termination of any License Agreement or lease covering such location) all or any part of its properties or assets, or any of its notes or Accounts (including, without limitation, Eligible Receivables), or any stock or Indebtedness of the Company or any of its Subsidiaries, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except:
(a) sales in the ordinary course of business of assets and properties of the Company and its Subsidiaries no longer necessary for the proper conduct of their respective businesses having a value, together with the value of all other such property of the Company and its Subsidiaries so sold in the same Fiscal Year of the Parent, of not greater than $250,000;
(b) sales by the Company and its Subsidiaries of worn out or obsolete personal property of the Company or such Subsidiary having a value, together with the value of all other such property of the Company and its Subsidiaries so sold in the same Fiscal Year of the Parent, of not greater than $250,000 plus sales of obsolete jewelry, watches or other merchandise which the Company believes cannot be advantageously sold in the ordinary course of business;
(c) sales of equipment and fixtures in connection with the termination of License Agreements (or similar agreements or arrangements regarding the operation of jewelry departments or stores by Sonab or the Company) as to any one or more locations, to the extent such equipment and fixtures were used or retained at such locations in the ordinary course of business;
(d) the abandonment of any assets and properties of the Company or any of its Subsidiaries which are no longer useful in its business and cannot be sold;
(e) the merger of a wholly-owned Domestic Subsidiary of the Company with the Company (so long as the Company is the sole survivor of such merger) or with another wholly owned Domestic Subsidiary of the Company or the transfer or sale of any assets from any Subsidiary of the Company to the Company;
(f) upon thirty days prior...
Merger, Sale of Assets, Dissolution, Etc. (a) Directly or indirectly: (i) merge, amalgamate or consolidate with any other Person or permit any other Person to merge, amalgamate or consolidate with it, (ii) sell, assign, lease, transfer, abandon or otherwise dispose of any Collateral, assets or property (including by way of a sale-leaseback or a division) to any other Person, (iii) wind up, liquidate or dissolve or (iv) agree to do any of the foregoing.
(b) Notwithstanding Section 8.1(a) hereof and provided that an Event of Default does not then exist and would not occur as a result thereof (determined upon the earlier to occur of (A) the execution of definitive documentation with respect to such transaction and (B) such transaction), each Credit Party or any Subsidiary thereof shall be permitted to:
(i) sell, assign, lease, transfer or otherwise dispose assets or property for fair market value (as determined in good faith by Borrower) so long as (A) such assignment, lease transfer or disposal does not comprise all or substantially all of the assets and properties of Borrower and its Subsidiaries and (B) at least 75% of the consideration for any such sale in excess of $10,000,000 shall consist of cash and Cash Equivalents;
(ii) disposals of obsolete, worn out or surplus property;
(iii) the leasing, occupancy agreements or subleasing of property in the ordinary course of business and which do not materially interfere with the business of Borrower or its Subsidiaries;
(iv) transfers of property subject to condemnation, takings or casualty events;
(v) the transfer for fair value of property (including Equity Interests of Subsidiaries) to another Person in connection with a joint venture arrangement with respect to the transferred property; provided that such transfer is permitted under Section 8.4;
(vi) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement;
(vii) the sale of cash or Cash Equivalents in the ordinary course of business;
(viii) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between the joint venture parties set forth in, joint venture arrangements and similar binding arrangements;
(ix) n...
Merger, Sale of Assets, Dissolution, Etc. The Borrower and the Guarantors will not enter into any transaction of merger or consolidation, or transfer, sell, assign, lease or otherwise dispose of (other than sales of products and services in the ordinary course of business) all or a substantial part of its properties or assets without prior consent of the Lender.
Merger, Sale of Assets, Dissolution, Etc. No Borrower will, directly or indirectly, (a) enter into any transaction of merger or consolidation; or (b) allow any change in control of any Borrower; or (c) transfer, sell, assign, lease, or otherwise dispose of all or a substantial part of its properties or assets; or (d) transfer, sell, assign, lease, convey, or otherwise dispose of any of its real property (including but not limited to the property giving rise to the Collateral), except that a Borrower may, so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, sell real property in the ordinary course of business to bona fide unrelated third parties, which either is replaced with substantially equivalent properties with substantially equivalent lease streams of similar credit quality, or for which the sale is a cash sale and the proceeds of which, net only of reasonable seller's closing costs, are applied by the Borrowers as a prepayment of the Revolving Credit Facility; or (e) change the nature of its business; or (f) invest in, transfer any assets to, or do business through any subsidiary except wholly-owned subsidiaries engaged in the same business as the Borrower which agree to become borrowers hereunder upon formation; or (g) wind up, liquidate, or dissolve itself or its business; or (h) agree to any of the foregoing. Notwithstanding the foregoing, no consent of Agent or the Banks shall be required for a merger between CNLR and CNL Realty Advisors, Inc., a Florida corporation, so long as CNLR is the survivor of such merger and no Event of Default results from such merger.
Merger, Sale of Assets, Dissolution, Etc is hereby amended by (x) deleting the "and" at the end of paragraph (k), (y) deleting the "." at the end of paragraph (m) and inserting in its place "; and" and (z) inserting at the end of such section the following:
Merger, Sale of Assets, Dissolution, Etc. No Borrower will, directly or indirectly, (a) enter into any transaction of merger or consolidation; or (b) allow any change in control of any Borrower; or (c) transfer, sell, assign, lease, or otherwise dispose of all or a substantial part of its properties or assets; or (d) transfer, sell, assign, lease, convey, or otherwise dispose of any of its real property (including but not limited to the property giving rise to the Collateral), except that a Borrower may, so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, sell real property in the ordinary course of business to bona fide unrelated third parties, which either is replaced with substantially equivalent properties with substantially equivalent lease streams of similar credit quality, or for which the sale is a cash sale and the proceeds
Merger, Sale of Assets, Dissolution, Etc. None of the Borrowers shall directly or indirectly, (a) enter into any transaction or merger or consolidation, (b) transfer, sell, assign, lease, or otherwise dispose of all or a substantial part of its properties or assets (other than inventory in the ordinary course of business), (c) transfer, sell, assign, discount, lease, or otherwise dispose of any of its notes or other instruments, accounts receivable, or contract rights with or without recourse, except for collection in the ordinary course of business, or any assets or properties necessary or desirable for the proper conduct of its business, (d) materially change the nature of its business, (e) enter into any arrangement, directly or indirectly, with any person whereby such Borrower shall sell or transfer any property, real or personal, used or useful in its business, whether nor owned or hereafter acquired, and thereafter rent or lease such property which such Borrower intends to use for substantially the same purpose or purposes as the property being sold or transferred, (f) wind up, liquidate, or dissolve itself or its business or (g) agree to affect any of the foregoing.
Merger, Sale of Assets, Dissolution, Etc. Without the prior written consent of the Agent and the Required Lenders, (i) enter into any transaction of merger or consolidation, (ii) change its name, (iii) acquire all or a substantial portion of the assets of any Person, or (iv) transfer, sell, assign, lease, or otherwise dispose of all or any part of its properties or assets, or any of its notes or Receivables, or any stock of Borrower or any of its Subsidiaries, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except:
(a) sales, not exceeding $1,000,000 in aggregate book value, in the ordinary course of business of assets and properties of Borrower or a Subsidiary of Borrower no longer necessary for the proper conduct of its business; (b) sales or other dispositions by Borrower, Guarantor or any Subsidiary thereof of worn out or obsolete property (including motor vehicles and inventory) in the ordinary course of business; (c) sales of Inventory in the ordinary course of business; (d) sales or other dispositions (including leases) of Excluded Properties at a price with respect to each such Excluded Property at least equal to its fair market value, as determined by the President of Borrower in good faith.
Merger, Sale of Assets, Dissolution, Etc. Borrower will not, and will not permit any Subsidiary, to directly or indirectly: (a) enter into any transaction of merger or consolidation, except pursuant to a Permitted Acquisition; (b) transfer, sell, assign, lease, or otherwise dispose of all or a substantial part of its properties or assets; (c) transfer, sell, assign, discount, lease, or otherwise dispose of any of its notes or other instruments, accounts receivable, or contract rights with or without recourse, except for collection in the ordinary course of business, or any assets or properties necessary or desirable for the proper conduct of its business; (d) change the scope or nature of its business; (e) enter into any arrangement, directly or indirectly, with any Person whereby Borrower shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property which Borrower intends to use for substantially the same purpose or purposes as the property being sold or transferred; (f) invest in, acquire assets or stock of, transfer any assets to, or do business through any Subsidiary not described in
Merger, Sale of Assets, Dissolution, Etc. (i) Enter into any transaction of merger, consolidation, or similar transaction other than the merger of A Pix with and into Unapix pursuant to the Merger Agreement, (ii) transfer, sell, assign, lease or otherwise dispose of, in one or a series of related transactions, any part of its properties or assets (other than pursuant to this Agreement and License Agreements) which are necessary or desirable for the proper conduct of the Borrowers' business, (iii) wind-up, liquidate or dissolve, or (iv) agree to do any of the foregoing.
