Common use of Mergers and Sales of Assets Clause in Contracts

Mergers and Sales of Assets. The Credit Parties will not (x) consolidate or merge with or into any other Person or (y) sell, lease or otherwise transfer, directly or indirectly, any substantial part of the assets of any Credit Party and its Subsidiaries, taken as a whole, to any other Person; except that the following shall be permitted, but in the case of clauses (a), (c) and (d) below, only so long as no Default shall have occurred and be continuing both before and after giving effect thereto: (a) (i) any Credit Party may merge with or sell or otherwise transfer assets to the Borrower or any Guarantor, (ii) any Person may be merged with or into any Credit Party pursuant to an acquisition permitted by Section 5.21(b), provided that such Credit Party is the surviving corporation of such merger and (iii) any Credit Party (other than the Borrower) may be merged with or into any Person pursuant to an acquisition permitted by Section 5.21(b), provided that if required by Section 5.23 the surviving entity becomes a Guarantor at the time of such merger pursuant to documentation reasonably acceptable to the Administrative Agent, (b) the sale or other transfer of credit card receivables and related assets pursuant to Qualified Securitization Transactions, (c) assets sold and leased back in the normal course of the Borrower’s business and (d) sales, leases and other transfers of assets in an aggregate amount which when combined with all such other transactions under this clause (d) during the then current fiscal year, represents the disposition of assets with an aggregate book value not greater than 15% of Consolidated Total Assets of the Borrower calculated as of the end of the immediately preceding fiscal year.

Mergers and Sales of Assets. The Credit Parties will not (x) consolidate or merge with or into any other Person or (y) sell, lease or otherwise transfer, directly or indirectly, any substantial part of the assets of any Credit Party and its Subsidiaries, taken as a whole, to any other Person; except that the following shall be permitted, but in the case of clauses (a), (c) and (d) below, only so long as no Default shall have occurred and be continuing both before and after giving effect thereto: (a) (i) any Credit Party may merge with or sell or otherwise transfer assets to the Borrower or any Guarantor, (ii) any Person may be merged with or into any Credit Party pursuant to an acquisition permitted by Section 5.21(b), provided that such Credit Party is the surviving corporation entity of such merger and (iii) any Credit Party (other than the Borrower) may be merged with or into any Person pursuant to an acquisition permitted by Section 5.21(b), provided that if required by Section 5.23 the surviving entity becomes a Guarantor at the time of such merger pursuant to documentation reasonably acceptable to the Administrative Agent, (b) the sale or other transfer of credit card receivables and related assets pursuant to Qualified Securitization Transactions, (c) assets sold and leased back in the normal course of the Borrower’s business and business, (d) sales, leases and other transfers of assets in an aggregate amount which when combined with all such other transactions under this clause (d) during the then current fiscal year, represents the disposition of assets with an aggregate book value not greater than 15% of Consolidated Total Assets of the Borrower calculated as of the end of the immediately preceding fiscal year, and (e) transfers constituting Investments permitted under Section 5.21(a).

Mergers and Sales of Assets. The Credit Parties will not (x) consolidate or merge with or into any other Person or (y) sell, lease or otherwise transfer, directly or indirectly, any substantial part of the assets of any Credit Party and its Subsidiaries, taken as a whole, to any other Person; except that the following shall be permitted, but in the case of clauses (a), (c) and (d) below, only so long as no Default shall have occurred and be continuing both before and after giving effect thereto: (a) (i) any Credit Party may merge with or sell or otherwise transfer assets to the Borrower or any GuarantorSubsidiary, provided that in the case of any merger involving the Borrower, the Borrower is the surviving entity of such merger, (ii) any Person may be merged with or into any Credit Party pursuant to an acquisition permitted by this Agreement (including Section 5.21(b5.18), provided that such Credit Party is the surviving corporation entity of such merger and (iii) any Credit Party (other than the Borrower) may be merged with or into any Person pursuant to an acquisition permitted by Section 5.21(b)5.18, provided that if required by Section 5.23 5.20 the surviving entity becomes a Guarantor at within the time of such merger period specified in Section 5.20 pursuant to documentation reasonably acceptable to the Administrative Agentin compliance with Section 5.20, (b) the sale or other transfer of credit card receivables and related assets pursuant to Qualified Securitization TransactionsAssets, (c) assets sold and leased back in the normal course of the Borrower’s business and 's business, (d) sales, leases and other transfers of assets in an aggregate amount which when combined with all such other transactions under this clause (d) during the then current fiscal year, represents the disposition of assets with an aggregate book value not greater than 15% of Consolidated Total Assets of the Borrower calculated as of the end of the immediately preceding fiscal year, and (e) Restricted Payments that are not prohibited by Section 5.16.

Mergers and Sales of Assets. The Credit Parties will not (x) consolidate or merge with or into any other Person or (y) sell, lease or otherwise transfer, directly or indirectly, any substantial part of the assets of any Credit Party and its Subsidiaries, taken as a whole, to any other Person; except that the following shall be permitted, but in the case of clauses (a), (c) and (d) below, only so long as no Default shall have occurred and be continuing both before and after giving effect thereto: (a) (i) any Credit Party may merge with or sell or otherwise transfer assets to the Borrower ADSC or any Guarantor, (ii) any Person may be merged with or into any Credit Party pursuant to an acquisition permitted by Section 5.21(b6.21(b), provided that such Credit Party is the surviving corporation of such merger and (iii) any Credit Party (other than the Borrower) may be merged with or into any Person pursuant to an acquisition permitted by Section 5.21(b6.21(b), provided that if required by Section 5.23 6.25 the surviving entity becomes a Guarantor at the time of such merger pursuant to documentation reasonably acceptable to the Administrative Agent, (b) the sale or other transfer of credit card receivables and related assets pursuant to Qualified Securitization Transactions, (c) assets sold and leased back in the normal course of the Borrower’s ADSC's business and (d) sales, leases and other transfers of assets in an aggregate amount which when combined with all such other transactions under this clause (d) during the then current fiscal year, represents the disposition of assets with an aggregate book value not greater than 155% of Consolidated Total Assets Net Worth of the Borrower ADSC calculated as of the end of the immediately preceding fiscal year.

Mergers and Sales of Assets. The Credit Parties will not (x) consolidate or merge with or into any other Person or (y) sell, lease or otherwise transfer, directly or indirectly, any substantial part of the assets of any Credit Party and its Subsidiaries, taken as a whole, to any other Person; except that the following shall be permitted, but in the case of clauses (a), (c) and (d) below, only so long as no Default shall have occurred and be continuing both before and after giving effect thereto: (a) (i) any Credit Party may merge with or sell or otherwise transfer assets to the Borrower or any Guarantor, (ii) any Person may be merged with or into any Credit Party pursuant to an acquisition permitted by Section 5.21(b6.21(b), provided that such Credit Party is the surviving corporation of such merger and (iii) any Credit Party (other than the Borrower) may be merged with or into any Person pursuant to an acquisition permitted by Section 5.21(b6.21(b), provided that that, if required by Section 5.23 6.25 the surviving entity becomes a Guarantor at the time of such merger pursuant to documentation reasonably acceptable to the Administrative Agent, (b) the sale or other transfer of credit card receivables and related assets pursuant to Qualified Securitization Transactions, (c) assets sold and leased back in the normal course of the Borrower’s 's business and (d) sales, leases and other transfers of assets in an aggregate amount which when combined with all such other transactions under this clause (d) during the then current fiscal year, represents the disposition of assets with an aggregate book value not greater than 155% of Consolidated Total Assets Net Worth of the Borrower calculated as of the end of the immediately preceding fiscal year.

Mergers and Sales of Assets. (a) The Credit Parties Borrower will not, and will not (x) permit any Subsidiary to, consolidate or merge with or into any other Person or Person; provided that (yi) mergers expressly permitted pursuant to the provisions of Section 5.04 shall be permitted pursuant to this Section 5.07 and (ii) any merger of a Subsidiary shall be permitted to the extent such merger constitutes an Asset Sale permitted by Subsection (b) below. (b) No Obligor will sell, lease or otherwise transfer, directly or indirectly, any substantial part Collateral or other assets except for (i) dispositions of inventory, cash, Cash Equivalents and other cash management investments and obsolete, unused or unnecessary equipment, in each case in the assets ordinary course of any Credit Party business, (ii) dispositions to the Borrower or a Wholly-Owned Subsidiary thereof (excluding dispositions by the Borrower and its Subsidiaries other than PureTec and its Subsidiaries to PureTec or any of its Subsidiaries) and (iii) Asset Sales not otherwise permitted hereunder, taken as a wholeprovided, to that (x) the aggregate Net Cash Proceeds therefrom shall not exceed $10,000,000 in any other Person; except that Fiscal Year and $25,000,000 in the following shall be permitted, but aggregate during the term of this Agreement (or $100,000,000 in the case of clauses (athe disposition of certain non-strategic assets described to the Lenders prior to the Effective Date), (cy) any such Asset Sale is for at least 75% in cash or for assets which constitute or are part of businesses which are related to the business of the Borrower or its Subsidiaries permitted pursuant to Section 5.04 or which assets consist of the issued and outstanding Capital Stock of a person the assets of which are principally comprised of such assets and at fair market value (as determined in good faith by the board of directors or any member of senior management of the Person selling such assets) and (dz) below, only so long the Net Cash Proceeds therefrom are applied to repay Term Loans as no Default shall have occurred and be continuing both before and after giving effect thereto: (aprovided in Section 2.10(d) (i) any Credit Party may merge with or sell reinvested or otherwise transfer assets used to make Permitted Acquisitions to the Borrower or any Guarantor, (ii) any Person may be merged with or into any Credit Party pursuant to an acquisition extent permitted by Section 5.21(b2.10(d), provided that such Credit Party is the surviving corporation of such merger and (iii) any Credit Party (other than the Borrower) may be merged with or into any Person pursuant to an acquisition permitted by Section 5.21(b), provided that if required by Section 5.23 the surviving entity becomes a Guarantor at the time of such merger pursuant to documentation reasonably acceptable to the Administrative Agent, (b) the sale or other transfer of credit card receivables and related assets pursuant to Qualified Securitization Transactions, (c) assets sold and leased back in the normal course of the Borrower’s business and (d) sales, leases and other transfers of assets in an aggregate amount which when combined with all such other transactions under this clause (d) during the then current fiscal year, represents the disposition of assets with an aggregate book value not greater than 15% of Consolidated Total Assets of the Borrower calculated as of the end of the immediately preceding fiscal year.

Mergers and Sales of Assets. The Credit Parties will not (x) consolidate or merge with or into any other Person or (y) sell, lease or otherwise transfer, directly or indirectly, any substantial part of the assets of any Credit Party and its Subsidiaries, taken as a whole, to any other Person; except that the following shall be permitted, but in the case of clauses (a), (c) and (d) below, only so long as no Default shall have occurred and be continuing both before and after giving effect thereto: (a) (i) any Credit Party may merge with or sell or otherwise transfer assets to the Borrower or any Guarantor, (ii) any Person may be merged with or into any Credit Party pursuant to an acquisition permitted by Section 5.21(b6.21(b), provided that such Credit Party is the surviving corporation of such merger and (iii) any Credit Party (other than the Borrower) may be merged with or into any Person pursuant to an acquisition permitted by Section 5.21(b6.21(b), provided that that, if required by Section 5.23 6.25 the surviving entity becomes a Guarantor at the time of such merger pursuant to documentation reasonably acceptable to the Administrative Agent, (b) the sale or other transfer of credit card receivables and related assets pursuant to Qualified Securitization Transactions, (c) assets sold and leased back in the normal course of the Borrower’s 's business and (d) sales, leases and other transfers of assets in an aggregate amount which when combined with all such other transactions under this clause (d) during the then current fiscal year, represents the disposition of assets with an aggregate book value not greater than 155% of Consolidated Total Assets Net Worth of the Borrower calculated as of the end of the immediately preceding fiscal year.

Mergers and Sales of Assets. The Credit Parties will not (x) consolidate or merge with or into any other Person or (y) sell, lease or otherwise transfer, directly or indirectly, any substantial part of the assets of any Credit Party and its Subsidiaries, taken as a whole, to any other Person; except that the following shall be permitted, but in the case of clauses (a), (c) and (d) below, only so long as no Default shall have occurred and be continuing both before and after giving effect thereto: (a) (i) any Credit Party may merge with or sell or otherwise transfer assets to the Borrower or any Guarantor, (ii) any Person may be merged with or into any Credit Party pursuant to an acquisition permitted by Section 5.21(b6.21(b), provided that such Credit Party is the surviving corporation of such merger and (iii) any Credit Party (other than the Borrower) may be merged with or into any Person pursuant to an acquisition permitted by Section 5.21(b6.21(b), provided that that, if required by Section 5.23 6.25 the surviving entity becomes a Guarantor at the time of such merger pursuant to documentation reasonably acceptable to the Administrative Agent, (b) the sale or other transfer of credit card receivables and related assets pursuant to Qualified Securitization Transactions, (c) assets sold and leased back in the normal course of the Borrower’s business and (d) sales, leases and other transfers of assets in an aggregate amount which when combined with all such other transactions under this clause (d) during the then current fiscal year, represents the disposition of assets with an aggregate book value not greater than 155% of Consolidated Total Assets Net Worth of the Borrower calculated as of the end of the immediately preceding fiscal year.

Mergers and Sales of Assets. The Credit Parties will not (x) consolidate or merge with or into any other Person or (y) sell, lease or otherwise transfer, directly or indirectly, any substantial part of the assets of any Credit Party and its Subsidiaries, taken as a whole, to any other Person; except that the following shall be permitted, but in the case of clauses (a), (c) and (d) below, only so long as no Default shall have occurred and be continuing both before and after giving effect thereto: (a) (i) any Credit Party may merge with or sell or otherwise transfer assets to the Borrower or any Guarantor, provided that in the case of any merger involving the Borrower, the Borrower is the surviving entity of such merger, (ii) any Person may be merged with or into any Credit Party pursuant to an acquisition permitted by Section 5.21(b), provided that such Credit Party is the surviving corporation entity of such merger and (iii) any Credit Party (other than the Borrower) may be merged with or into any Person pursuant to an acquisition permitted by Section 5.21(b), provided that if required by Section 5.23 the surviving entity becomes a Guarantor at the time of such merger pursuant to documentation reasonably acceptable to the Administrative Agent, (b) the sale or other transfer of credit card receivables and related assets pursuant to Qualified Securitization Transactions, (c) assets sold and leased back in the normal course of the Borrower’s business and business, (d) sales, leases and other transfers of assets in an aggregate amount which when combined with all such other transactions under this clause (d) during the then current fiscal year, represents the disposition of assets with an aggregate book value not greater than 15% of Consolidated Total Assets of the Borrower calculated as of the end of the immediately preceding fiscal year, (e) transfers constituting Investments permitted under Section 5.21(a), (f) transfers constituting the repayment of Debt or other obligations to the Borrower or any of its Subsidiaries, and (g) dividends or distributions to the Borrower or any of its Subsidiaries that are not prohibited by Section 5.17.

Mergers and Sales of Assets. The Credit Parties will not (x) consolidate or merge with or into any other Person or (y) sell, lease or otherwise transfer, directly or indirectly, any substantial part of the assets of any Credit Party and its Subsidiaries, taken as a whole, to any other Person; except that the following shall be permitted, but in the case of clauses (a), (c) and (d) below, only so long as no Default shall have occurred and be continuing both before and after giving effect thereto: (a) (i) any Credit Party may merge with or sell or otherwise transfer assets to the Borrower or any GuarantorSubsidiary, provided that in the case of any merger involving the Borrower, the Borrower is the surviving entity of such merger, (ii) any Person may be merged with or into any Credit Party pursuant to an acquisition permitted by this Agreement (including Section 5.21(b5.18), provided that such Credit Party is the surviving corporation entity of such merger and (iii) any Credit Party (other than the Borrower) may be merged with or into any Person pursuant to an acquisition permitted by Section 5.21(b)5.18, provided that if required by Section 5.23 5.20 the surviving entity becomes a Guarantor at within the time of such merger period specified in Section 5.20 pursuant to documentation reasonably acceptable to the Administrative Agentin compliance with Section 5.20, (b) the sale or other transfer of credit card receivables and related assets pursuant to Qualified Securitization TransactionsAssets, (c) assets sold and leased back in the normal course of the Borrower’s business and business, (d) sales, leases and other transfers of assets in an aggregate amount which when combined with all such other transactions under this clause (d) during the then current fiscal year, represents the disposition of assets with an aggregate book value not greater than 15% of Consolidated Total Assets of the Borrower calculated as of the end of the immediately preceding fiscal year, and (e) Restricted Payments that are not prohibited by Section 5.16.