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 written notice to the Agent, the Company and any of its Subsidiaries may change its name provided that such entity executes all documentation reasonably requested by the Agent (including, without limitation, UCC financing statements) in order to protect the Agent's interest in the Collateral or any other interest of the Agent under the Loan Documents; and (g) the sale, transfer or assignment of collateral subject to the "Pledge Agreement" referred to in Section 9.2(e) hereof by virtue of the exercise of remedies by the pledgee thereunder.
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Samples: Credit Agreement (Finlay Fine Jewelry Corp), Credit Agreement (Finlay Enterprises Inc /De)
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 Finlay 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 locationbusiness) 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 Finlay 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 Finlay 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 Finlay and its Subsidiaries so sold in the same Fiscal Year of the Parent, of not greater than $250,000350,000 in the aggregate;
(b) sales by the Company Finlay and its Subsidiaries of worn out or obsolete personal property of the Company Finlay or such Subsidiary having a value, together with the value of all other such property of the Company Finlay and its Subsidiaries so sold in the same Fiscal Year of the Parent, of not greater than $250,000 350,000 plus sales of obsolete jewelry, watches or other merchandise which the Company Finlay believes cannot be advantageously sold in the ordinary course of business;
(c) sales of equipment Inventory, Equipment and fixtures Fixtures in connection with (i) the termination of License Agreements (or similar agreements or arrangements regarding the operation of jewelry departments or stores by Sonab the Borrowers) or (ii) the Company) closing of any Independent Retail Store; as to any one or more locations, or Independent Retail Stores to the extent such equipment Inventory, Equipment and fixtures Fixtures were used or retained at such locations or Independent Retail Stores in the ordinary course of business;
(d) the abandonment of any assets and properties of the Company Finlay or any of its Subsidiaries which are no longer useful in its business and cannot be sold;
(e) the merger of a wholly-owned direct or indirect Domestic Subsidiary of the Company a Borrower with the Company Borrower (so long as the Company Borrower is the sole survivor of such merger) or with another wholly owned direct or indirect Domestic Subsidiary of the Company such Borrower or the transfer or sale of any assets from any Subsidiary of the Company Finlay Credit Party to the Companyany other Finlay Credit Party or from any Carlyle Credit Party to any other Carlyle Credit Party;
(f) upon thirty (30) days prior written notice to the Agent, the Company Finlay and any of its Subsidiaries may change its name provided that such entity executes all documentation reasonably requested by the Agent (including, without limitation, UCC financing statements) in order to protect the Agent's interest in the Collateral or any other interest of the Agent under the Loan Documents; and;
(g) [Intentionally Deleted.]
(h) the winding down and dissolution of Sonab Holdings and Sonab International;
(i) assignments under, and in accordance with, the Factor Guaranties;
(j) the sale, transfer and assignment by any Carlyle Credit Party to Finlay Merchandising of any Trademarks of such Carlyle Credit Party; provided that (i) any such transfer shall be duly registered with the United States Patent and Trademark Office and (ii) Borrowers shall cause the Trademark, Patent and Copyright Security Agreement executed by Finlay Merchandising to be amended to include such transferred Trademarks; provided, further, that upon such transfer permitted under this clause (j), Finlay Merchandising and any one or assignment more of collateral subject the Carlyle Credit Parties may enter into an appropriate Carlyle License Agreement;
(k) the sale of the Purchased Accounts under the Receivables Purchase Program; and
(l) the transfers and assignments on the Closing Date of the life insurance policies previously maintained by Carlyle on the lives of Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxx and Xxxxxxxx Xxxxx to the "Pledge respective beneficiaries thereof as provided for in the Acquisition Agreement" referred to in Section 9.2(e) hereof by virtue of the exercise of remedies by the pledgee thereunder.
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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 Borrower 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 locationbusiness) 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 Borrower 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 Borrower 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 Borrower and its Subsidiaries so sold in the same Fiscal Year of the Parent, of not greater than $250,000;
(b) sales by the Company Borrower and its Subsidiaries of worn out or obsolete personal property of the Company Borrower or such Subsidiary having a value, together with the value of all other such property of the Company Borrower 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 Borrower believes cannot be advantageously sold in the ordinary course of business;
(c) sales of equipment Inventory, Equipment and fixtures 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 CompanyBorrower) as to any one or more locations, to the extent such equipment Inventory, Equipment and fixtures 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 Borrower 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 Borrower with the Company Borrower (so long as the Company Borrower is the sole survivor of such merger) or with another wholly owned Domestic Subsidiary of the Company Borrower or the transfer or sale of any assets from any Subsidiary of the Company Borrower to the CompanyBorrower or to a Domestic Subsidiary;
(f) upon thirty days prior written notice to the Agent, the Company Borrower and any of its Subsidiaries may change its name provided that such entity executes all documentation reasonably requested by the Agent (including, without limitation, UCC financing statements) in order to protect the Agent's interest in the Collateral or any other interest of the Agent under the Loan Documents; and;
(g) the sale, transfer or assignment of collateral subject to the "Pledge Agreement" referred to in Section 9.2(e) hereof by virtue of the exercise of remedies by the pledgee thereunder;
(h) the winding down and dissolution of Sonab, Sonab Holdings and Sonab International; and
(i) assignments under, and in accordance with, the Factor Guaranties.
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