Merger; Sale or Lease of Assets; Liquidation. Neither Borrower nor any of their Subsidiaries shall liquidate, merge or consolidate into or with any other person or entity, or sell, lease or otherwise dispose of any assets or properties, other than (a) the disposition of scrap, waste and obsolete or unusable items and Qualified Investments, in each case in the ordinary course of business; (b) Permitted Acquisitions; (c) sales of Leases and related Equipment and Receivables to a Special Purpose Subsidiary if all of the following conditions are satisfied: (i) the Borrowers shall have given written notice to the Agent at least thirty (30) days prior to such sale; (ii) immediately prior to such sale and after giving effect thereto no Default shall have occurred and be continuing; (iii) the credit quality of the Eligible Receivables after giving effect to such sale shall be at least as good as before giving effect to such sale as determined by the Agent, including, without limitation, by reference to the Credit Scoring System; (iv) copies of all documents relating to such sale and any other documents or information (financial or otherwise) reasonably requested by the Agent shall have been delivered to the Agent as and when requested; (v) one hundred percent (100%) of the proceeds of any such sale shall be applied to the repayment of the Obligations; and (vi) all such sales shall be without recourse to the Borrowers and their Subsidiaries; (d) sales of Leases and related Equipment and Receivables if all of the following conditions are satisfied: (i) the Borrowers shall have given written notice to the Agent at least thirty (30) days prior to such sale; (ii) immediately prior to such sale and after giving effect thereto no Default shall have occurred and be continuing; (iii) the credit quality of the Eligible Receivables after giving effect to such sale shall be at least as good as before giving effect to such sale as determined by the Agent, including, without limitation, by reference to the Credit Scoring System; (iv) prior to such sale, the Borrowers shall provide to the Agent a revised Borrowing Base Certificate excluding the assets to be sold with the credit grade, principal amount, amount of Loans funded as of such date, and the agreed-upon sale price of each asset to be sold; (v) copies of all documents relating to such sale and any other documents or information (financial or otherwise) reasonably requested by the Agent shall have been delivered to the Agent as and when requested; (vi) one hundred percent (100%) of the proceeds of any such sale shall be applied to the repayment of the Obligations then outstanding; (vii) the Net Present Value of Lease Receivables to be sold pursuant to this Section 7.4(d) in any thirty (30) day period shall not exceed the lesser of (A) $10,000,000 and (B) five percent (5%) of the average Borrowing Base Availability during such thirty (30) day period; and (viii) all such sales shall be without recourse to the Borrowers and their Subsidiaries; (e) sales, leases or other dispositions of assets or properties from a Borrower or a Subsidiary of a Borrower to a Borrower; (f) as part of the Reorganization; and (g) the sale, lease or other disposition of assets or properties, so long as no Event of Default then exists or would arise as a result of such transaction; and provided that the aggregate fair market value of all such assets or properties shall not exceed $5,000,000 between the Closing Date and the Maturity Date.
Appears in 2 contracts
Samples: Credit Agreement (Microfinancial Inc), Credit Agreement (Microfinancial Inc)
Merger; Sale or Lease of Assets; Liquidation. Neither the Borrower nor any of their its Subsidiaries shall liquidate, merge or consolidate into or with any other person or entity, or sell, lease or otherwise dispose of any assets or properties, other than
(a) the disposition of scrap, waste and obsolete or unusable items and Qualified Investments, in each case in the ordinary course of business;
(b) Permitted Acquisitions;
(c) sales of Leases and related Equipment and Receivables to a Special Purpose Subsidiary if all of the following conditions are satisfied:
(i) the Borrowers Borrower shall have given written notice to the Agent at least thirty (30) days prior to such sale;
(ii) immediately prior to such sale and after giving effect thereto no Default shall have occurred and be continuing;
(iii) the credit quality of the Eligible Receivables after giving effect to such sale shall be at least as good as before giving effect to such sale as determined by the Agent, including, without limitation, by reference to the Credit Scoring System;
(iv) copies of all documents relating to such sale and any other documents or information (financial or otherwise) reasonably requested by the Agent shall have been delivered to the Agent as and when requested;
(v) one hundred percent (100%) of the proceeds of any such sale shall be applied to the repayment of the Obligations; and
(vi) all such sales shall be without recourse to the Borrowers Borrower and their its Subsidiaries;
. Notwithstanding the provisions of clause (dvi) sales above, the Borrower may sell, in no more than three (3) tranches, up to $15,000,000 of Leases and related Equipment and Receivables if to Univest Capital, Inc. (“Univest”) or to a Special Purpose Subsidiary for resale to Univest, provided that: (x) all of the following conditions set forth above in this Section 7.4(c), other than the condition set forth in clause (vi), are satisfied:
; and (iy) Univest and the Borrowers Borrower shall have given written notice entered into an intercreditor and subordination agreement with the Agent on terms reasonably satisfactory to the Agent at least thirty (30) days prior to such sale;
(ii) immediately prior to such sale and after giving effect thereto no Default shall have occurred and be continuing;
(iii) the credit quality of the Eligible Receivables after giving effect to such sale shall be at least as good as before giving effect to such sale as determined by the Agent, including, without limitation, by reference to the Credit Scoring System;
(iv) prior to such sale, the Borrowers shall provide to the Agent a revised Borrowing Base Certificate excluding the assets to be sold with the credit grade, principal amount, amount of Loans funded as of such date, and the agreed-upon sale price of each asset to be sold;
(v) copies of all documents relating to such sale and any other documents or information (financial or otherwise) reasonably requested by the Agent shall have been delivered to the Agent as and when requested;
(vi) one hundred percent (100%) of the proceeds of any such sale shall be applied to the repayment of the Obligations then outstanding;
(vii) the Net Present Value of Lease Receivables to be sold pursuant to this Section 7.4(d) in any thirty (30) day period shall not exceed the lesser of (A) $10,000,000 and (B) five percent (5%) of the average Borrowing Base Availability during such thirty (30) day period; and
(viii) all such sales shall be without recourse to the Borrowers and their Subsidiaries;
(e) sales, leases or other dispositions of assets or properties from a Borrower or a Subsidiary of a Borrower to a Borrower;
(f) as part of the Reorganization; and
(g) the sale, lease or other disposition of assets or properties, so long as no Event of Default then exists or would arise as a result of such transaction; and provided that the aggregate fair market value of all such assets or properties shall not exceed $5,000,000 between the Closing Date and the Maturity DateMajority Lenders.
Appears in 1 contract
Merger; Sale or Lease of Assets; Liquidation. Neither the Borrower nor any of their its Subsidiaries shall liquidate, merge or consolidate into or with any other person or entity, or sell, lease or otherwise dispose of any assets or properties, other than
(a) the disposition of scrap, waste and obsolete or unusable items and Qualified Investments, in each case in the ordinary course of business;
(b) Permitted Acquisitions;
(c) sales of Leases and related Equipment and Receivables to a Special Purpose Subsidiary if all of the following conditions are satisfied:
(i) the Borrowers Borrower shall have given written notice to the Agent at least thirty (30) days prior to such sale;
(ii) immediately prior to such sale and after giving effect thereto no Default shall have occurred and be continuing;
(iii) the credit quality of the Eligible Receivables after giving effect to such sale shall be at least as good as before giving effect to such sale as determined by the Agent, including, without limitation, by reference to the Credit Scoring System;
(iv) copies of all documents relating to such sale and any other documents or information (financial or otherwise) reasonably requested by the Agent shall have been delivered to the Agent as and when requested;
(v) one hundred percent (100%) of the proceeds of any such sale shall be applied to the repayment of the Obligations; and
(vi) all such sales shall be without recourse to the Borrowers Borrower and their its Subsidiaries;.”
(dk) sales of Leases and related Equipment and Receivables if all Section 11.11 of the following conditions are satisfiedCredit Agreement is hereby amended and restated to read in its entirety as follows:
(i) the Borrowers shall have given written notice to the Agent at least thirty (30) days prior to such sale;
(ii) immediately prior to such sale and after giving effect thereto no Default shall have occurred and be continuing;
(iii) the credit quality of the Eligible Receivables after giving effect to such sale shall be at least as good as before giving effect to such sale as determined by the Agent, including, without limitation, by reference to the Credit Scoring System;
(iv) prior to such sale, the Borrowers shall provide to the Agent a revised Borrowing Base Certificate excluding the assets to be sold with the credit grade, principal amount, amount of Loans funded as of such date, and the agreed-upon sale price of each asset to be sold;
(v) copies of all documents relating to such sale and any other documents or information (financial or otherwise) reasonably requested by the Agent shall have been delivered to the Agent as and when requested;
(vi) one hundred percent (100%) of the proceeds of any such sale shall be applied to the repayment of the Obligations then outstanding;
(vii) the Net Present Value of Lease Receivables to be sold pursuant to this Section 7.4(d) in any thirty (30) day period shall not exceed the lesser of (A) $10,000,000 and (B) five percent (5%) of the average Borrowing Base Availability during such thirty (30) day period; and
(viii) all such sales shall be without recourse to the Borrowers and their Subsidiaries;
(e) sales, leases or other dispositions of assets or properties from a Borrower or a Subsidiary of a Borrower to a Borrower;
(f) as part of the Reorganization; and
(g) the sale, lease or other disposition of assets or properties, so long as no Event of Default then exists or would arise as a result of such transaction; and provided that the aggregate fair market value of all such assets or properties shall not exceed $5,000,000 between the Closing Date and the Maturity Date.
Appears in 1 contract