Mergers, Consolidations and Dispositions of Assets. In any single transaction or series of transactions, directly or indirectly: (a) liquidate or dissolve; provided that any Subsidiary of U.S. Borrower may liquidate, dissolve or take action to wind-up its operations if (i) U.S. Borrower determines such action to be in the best interests of U.S. Borrower and its Subsidiaries; (ii) any liquidating dividends are paid to U.S. Borrower or to a wholly-owned Subsidiary of U.S. Borrower; and (iii) U.S. Borrower gives Agents written notice of such action at least ten (10) days prior to taking such action; (b) be a party to any merger or consolidation unless and so long as (i) no Default or Event of Default has occurred that is then continuing; (ii) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a Default, (iii) if an Obligor is a party to such transaction, an Obligor is the surviving Person; (iv) the surviving Person ratifies and assumes each Loan Document to which any party to such merger was a party; and (v) Agents are given at least 10 days’ prior written notice of such merger or consolidation; (c) sell, convey or lease all or any part of its assets, except for (i) sales or leases of Inventory in the ordinary course of business (including transfers and dispositions of any assets which, in the reasonable judgment of the applicable Person, are obsolete, worn out or otherwise no longer useful in the conduct of such Person’s business); (ii) sales, leases or licenses of other Property in the ordinary course of business; (iii) sales, leases or other dispositions of Property outside the ordinary course of business having a fair market value in an aggregate amount not to exceed, in the aggregate from and after the date hereof, ten percent (10%) of Tangible Net Worth calculated as of the date of the applicable sale or other disposition; (iv) sales, leases or other dispositions of Property (whether or not Collateral) expressly permitted by the other terms of this Agreement or any Loan Document; (v) conveyances constituting investments in Subsidiaries permitted by Section 8.8; (vi) transfers of assets (w) from any Subsidiary of U.K. Borrower to U.K. Borrower or to another Subsidiary of U.K. Borrower, (x) from any Subsidiary of Singapore Borrower to Singapore Borrower or to another Subsidiary of Singapore Borrower, (y) from any Subsidiary of Canadian Borrower to Canadian Borrower or to another Subsidiary of Canadian Borrower or (z) from any Subsidiary of U.S. Borrower (other than a Foreign Subsidiary) to U.S. Borrower or to another Subsidiary of U.S. Borrower (other than a Foreign Subsidiary) so long as, in each such case, the Liens of the Security Documents are not affected thereby; (vii) leases, subcharters or sublicenses of any Property (other than accounts receivable or other Property comprising the Collateral) by U.S. Borrower to any of its Subsidiaries or by any Subsidiary of U.S. Borrower to U.S. Borrower or any of its other Subsidiaries; (viii) the Permitted Disposition; and (ix) dispositions occurring as the result of a casualty event or condemnation, or (d) except for Liens in favor of Agents and except as provided in Schedule 8.4, pledge, transfer or otherwise dispose of any Equity Interest in any Material Subsidiary or any Borrowed Money Indebtedness of any Material Subsidiary or issue or permit any Subsidiary of U.S. Borrower to issue any additional Equity Interest other than stock evidencing a Permitted Investment or stock dividends (in each case, subject to a Lien in favor of Agents to the extent required hereby).
Appears in 1 contract
Samples: Loan Agreement (Veritas DGC Inc)
Mergers, Consolidations and Dispositions of Assets. In any single transaction or series of transactions, directly or indirectly:
(a) liquidate or dissolve; provided that any Subsidiary of U.S. Borrower may liquidate, dissolve or take action to wind-up its operations if (i) U.S. Except as provided in Section 9.02(b)(ii), the Borrower determines such action shall not, and shall not permit any of its Subsidiaries to: (i) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of related transactions) any property or assets (including accounts and notes receivable, with or without recourse) (collectively, "transfer") to be any Person except in the best interests Ordinary Course of U.S. Borrower and its SubsidiariesBusiness; (ii) transfer to any liquidating dividends are paid to U.S. Person other than the Borrower or to a wholly-owned Subsidiary of U.S. Borrowerany outstanding capital stock that has been issued by any Subsidiary; and or (iii) U.S. Borrower gives Agents written notice of such action at least ten (10) days prior to taking such action;consolidate with or merge into any other Person.
(bii) be a party Subsection 9.02(b)(i) shall not apply to any or restrict:
(A) the merger or consolidation unless and so long as of any third Person with or into the Borrower or any existing Subsidiary of the Borrower, provided that (i1) no Default or Event of Default has occurred that and is then continuing; (ii) immediately thereafter and giving effect theretocontinuing at the time of, no event will occur and be continuing which constitutes a Defaultor would result from, (iii) if an Obligor is a party to such transaction, an Obligor is the surviving Person; (iv) the surviving Person ratifies and assumes each Loan Document to which any party to such merger was a party; and (v) Agents are given at least 10 days’ prior written notice consummation of such merger or consolidation, and (2) either (x) the Borrower or such existing Subsidiary of the Borrower is the surviving entity in such merger or, if the third Person or a new entity is the surviving or resulting entity in such merger or consolidation, it becomes a Subsidiary of the Borrower by virtue of such merger or consolidation with an existing Subsidiary, or (y) if the merger or consolidation involves an existing Subsidiary of the Borrower and clause (2)(x) is not applicable, the transaction would be permitted by subsection 9.02(b)(ii)(I) utilizing the net book value of the Subsidiary;
(cB) sellthe merger or consolidation of any Subsidiary into the Borrower, convey or lease all with or into any part other Subsidiaries, provided that if any such transaction is between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary is the continuing or surviving corporation;
(C) the transfer by any Subsidiary of its assets, except for (i) sales or leases of Inventory in the ordinary course of business (including transfers and dispositions Borrower of any assets which, in (upon voluntary liquidation or otherwise) to the reasonable judgment Borrower or a Wholly-Owned Subsidiary of the applicable Person, are obsolete, worn out Borrower;
(D) transfers of real estate not used or otherwise no longer useful in the conduct business of the Borrower and its Subsidiaries, any bulk sale of inventory not representing a then current product line of the Borrower or its Subsidiaries, or any sale of property or assets used in connection with discontinued or abandoned product lines of the Borrower or its Subsidiaries;
(E) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such Person’s business); sale are reasonably promptly applied to the purchase price of such replacement equipment;
(iiF) sales, leases or licenses the transfer of other Property in the ordinary course of business; (iii) sales, leases or other dispositions of Property outside the ordinary course of business having a fair market value in an aggregate amount not to exceed, in the aggregate from and after the date hereof, ten percent (10%) of Tangible Net Worth calculated as of the date of the applicable sale or other disposition; (iv) sales, leases or other dispositions of Property (whether or not Collateral) expressly permitted assets by the other terms of this Agreement or any Loan Document; (v) conveyances constituting investments in Subsidiaries permitted by Section 8.8; (vi) transfers of assets (w) from any Subsidiary of U.K. Borrower to U.K. Borrower or to another Subsidiary of U.K. Borrower, (x) from any Subsidiary of Singapore Borrower to Singapore Borrower or to another Subsidiary of Singapore Borrower, (y) from any Subsidiary of Canadian Borrower to Canadian Borrower or to another Subsidiary of Canadian Borrower or (z) from any Subsidiary of U.S. Borrower (other than a Foreign Subsidiary) to U.S. Borrower or to another Subsidiary of U.S. Borrower (other than a Foreign Subsidiary) so long as, in each such case, the Liens of the Security Documents are not affected thereby; (vii) leases, subcharters or sublicenses of any Property (other than accounts receivable or other Property comprising the Collateral) by U.S. Borrower to any of its Subsidiaries or if such transfer is a sale for fair market value and the consideration received by any Subsidiary of U.S. the Borrower to U.S. Borrower or any of its other Subsidiaries; is cash;
(viiiG) the Permitted Disposition; and (ix) dispositions occurring as the result transfer, merger or consolidation of a casualty event or condemnation, or
(d) except for Liens in favor of Agents and except as provided in Schedule 8.4, pledge, transfer or otherwise dispose of any Equity Interest in any Material Subsidiary or any Borrowed Money Indebtedness of any Material Subsidiary or issue or permit any Subsidiary of U.S. Borrower to issue any additional Equity Interest other than stock evidencing a Permitted Investment or stock dividends (in each case, subject to a Lien in favor of Agents to the extent required hereby).assets listed on SCHEDULE 9.02
Appears in 1 contract
Samples: Credit Agreement (Ceridian Corp)
Mergers, Consolidations and Dispositions of Assets. In any single transaction or series of transactions, directly or indirectly:
(a) liquidate or dissolve; provided that any Excluded Subsidiary may liquidate, dissolve or take action to wind-up its operations without any necessity for notice to or consent by any Lender or any Agent and any other Subsidiary of U.S. Borrower may liquidate, dissolve or take action to wind-up its operations if (i) U.S. Borrower determines such action to be in the best interests of U.S. Borrower and its Subsidiaries; (ii) any liquidating dividends are paid to U.S. Borrower or to a wholly-owned Subsidiary of U.S. Borrower; and (iii) U.S. Borrower gives Agents written notice of such action at least ten (10) days prior to taking such action;
(b) be a party to any merger or consolidation unless and so long as (i) no Default or Event of Default has occurred that is then continuing; (ii) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a Default, (iii) if an Obligor is a party to such transaction, an Obligor is the surviving Person; (iv) the surviving Person ratifies and assumes each Loan Document to which any party to such merger was a party; and (v) Agents are given at least 10 days’ prior written notice of such merger or consolidation;
(c) sell, convey or lease all or any part of its assets, except for (i) sales or leases of Inventory in the ordinary course of business (including transfers and dispositions of any assets which, in the reasonable judgment of the applicable Person, are obsolete, worn out or otherwise no longer useful in the conduct of such Person’s business); (ii) sales, leases or licenses sales of other Property in the ordinary course of business; (iii) sales, leases sales or other dispositions of Property outside the ordinary course of business having a fair market value (other than equity interests in an aggregate amount not and to exceedNATCO Japan) provided that, in the aggregate from and after the date hereof, ten percent (10%) of Tangible Net Worth calculated as of the date of the applicable sale or other disposition, the aggregate fair market value of the Property sold under the provisions of this Section 8.4(c)(iii) from and after the date hereof does not exceed an amount equal to ten percent (10%) of the net worth of U.S. Borrower, determined on a consolidated basis and in accordance with GAAP, as of the last day of the most recently ended fiscal quarter for which financial statements have been provided hereunder; (iv) sales, leases sales or other dispositions of Property (whether or not Collateral) expressly permitted by the other terms of this Agreement or any Loan Document; (v) conveyances constituting investments in Subsidiaries permitted by Section 8.8; (vi) transfers of assets (w) from any Subsidiary of U.K. Borrower to U.K. Borrower or to another Subsidiary of U.K. Borrower, (x) from any Subsidiary of Singapore Borrower to Singapore Borrower or to another Subsidiary of Singapore Borrower, (y) from any Subsidiary of Canadian Borrower to Canadian Borrower or to another Subsidiary of Canadian Borrower or (z) from any Subsidiary of U.S. Borrower (other than a Foreign Subsidiary) to U.S. Borrower or to another Subsidiary of U.S. Borrower (other than a Foreign Subsidiary) so long as, in each such case, as the Liens of the Security Documents are not affected thereby; (vii) leasessubject to the Borrowers’ compliance with Section 3.2(b), subcharters or sublicenses of any Property (other than accounts receivable or other Property comprising the Collateral) by U.S. Borrower to any of its Subsidiaries or by any Subsidiary of U.S. Borrower to U.S. Borrower or any of its other Subsidiaries; (viii) the Permitted Disposition; and (ix) dispositions occurring as the result of a casualty event or condemnation; and (viii) sales of equity interests in and to NATCO Japan to unaffiliated third parties so long as the U.S. Borrower shall continue to own at least sixty percent (60%) of all of the issued and outstanding equity interests in and to NATCO Japan, or
(d) except for Liens in favor of Agents and except as provided in Schedule 8.4Agents, pledge, transfer or otherwise dispose of any Equity Interest in any Material Subsidiary of U.S. Borrower’s Subsidiaries or any Borrowed Money Indebtedness of any Material Subsidiary of U.S. Borrower’s Subsidiaries or issue or permit any Subsidiary of U.S. Borrower to issue any additional Equity Interest other than stock evidencing a Permitted Investment or stock dividends (in each case, subject to a Lien in favor of Agents to the extent required hereby).
Appears in 1 contract
Samples: Loan Agreement (Natco Group Inc)
Mergers, Consolidations and Dispositions of Assets. In (a) Except as provided in Section 7.02(b), the Company shall not, and shall not permit any single transaction of its Subsidiaries to: (i) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of related transactions) any property or assets (including accounts and notes receivable, directly with or indirectly:without recourse) (collectively, "transfer") to any Person except in the Ordinary Course of Business; (ii) transfer to any Person other than the Company or a Subsidiary any outstanding capital stock that has been issued by any Subsidiary; or (iii) consolidate with or merge into any other Person.
(b) Subsection 7.02
(a) liquidate shall not apply to or dissolve; provided that any Subsidiary of U.S. Borrower may liquidate, dissolve or take action to wind-up its operations if restrict:
(i) U.S. Borrower determines such action to be in the best interests of U.S. Borrower and its Subsidiaries; (ii) any liquidating dividends are paid to U.S. Borrower or to a wholly-owned Subsidiary of U.S. Borrower; and (iii) U.S. Borrower gives Agents written notice of such action at least ten (10) days prior to taking such action;
(b) be a party to any merger or consolidation unless and so long as of any third Person with or into the Company or any existing Subsidiary of the Company, provided that (iA) no Default or Event of Default has occurred that and is then continuing; (ii) immediately thereafter and giving effect theretocontinuing at the time of, no event will occur and be continuing which constitutes a Defaultor would result from, (iii) if an Obligor is a party to such transaction, an Obligor is the surviving Person; (iv) the surviving Person ratifies and assumes each Loan Document to which any party to such merger was a party; and (v) Agents are given at least 10 days’ prior written notice consummation of such merger or consolidation, and (B) either (1) the Company or such existing Subsidiary of the Company is the surviving entity in such merger or, if the third Person or a new entity is the surviving or resulting entity in such merger or consolidation, it becomes a Subsidiary of the Company by virtue of such merger or consolidation with an existing Subsidiary, or (2) if the merger or consolidation involves an existing Subsidiary of the Company and clause (B)(1) is not applicable, the transaction would be permitted by subsection 7.02(b)(ix) utilizing the net book value of the Subsidiary;
(cii) sellthe merger or consolidation of any Subsidiary into the Company, convey or lease all with or into any part other Subsidiaries, provided that if any such transaction is between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary is the continuing or surviving corporation;
(iii) the transfer by any Subsidiary of its assets, except for (i) sales or leases of Inventory in the ordinary course of business (including transfers and dispositions Company of any assets which, in (upon voluntary liquidation or otherwise) to the reasonable judgment Company or a Wholly-Owned Subsidiary of the applicable Person, are obsolete, worn out Company;
(iv) transfers of real estate not used or otherwise no longer useful in the conduct of such Person’s business); (ii) sales, leases or licenses of other Property in the ordinary course of business; (iii) sales, leases or other dispositions of Property outside the ordinary course of business having a fair market value in an aggregate amount not to exceed, in the aggregate from and after the date hereof, ten percent (10%) of Tangible Net Worth calculated as of the date Company and its Subsidiaries, any bulk sale of inventory not representing a then current product line of the applicable sale Company or other disposition; (iv) salesits Subsidiaries, leases or other dispositions of Property (whether or not Collateral) expressly permitted by the other terms of this Agreement or any Loan Document; sale of property or assets used in connection with discontinued or abandoned product lines of the Company or its Subsidiaries;
(v) conveyances constituting investments in Subsidiaries permitted by Section 8.8; the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment;
(vi) transfers (A) the transfer of assets (w) from any Subsidiary of U.K. Borrower to U.K. Borrower or to another Subsidiary of U.K. Borrower, (x) from any Subsidiary of Singapore Borrower to Singapore Borrower or to another Subsidiary of Singapore Borrower, (y) from any Subsidiary of Canadian Borrower to Canadian Borrower or to another Subsidiary of Canadian Borrower or (z) from any Subsidiary of U.S. Borrower (other than a Foreign Subsidiary) to U.S. Borrower or to another Subsidiary of U.S. Borrower (other than a Foreign Subsidiary) so long as, in each such case, by the Liens of the Security Documents are not affected thereby; (vii) leases, subcharters or sublicenses of any Property (other than accounts receivable or other Property comprising the Collateral) by U.S. Borrower Company to any of its Subsidiaries or if such transfer is a sale for fair market value and the consideration received by any the Company is cash and (B) the transfer of the business and assets of the Company's Computing Devices International division to a Subsidiary of U.S. Borrower to U.S. Borrower the Company;
(vii) the transfer, merger or consolidation of the assets listed on Schedule 7.02 attached hereto;
(viii) any transfer of assets by the Company or any of its other SubsidiariesSubsidiaries to any Person in connection with the extension of Indebtedness or making an investment or acquisition transaction or business combination otherwise permitted under this Agreement; (viii) the Permitted Disposition; and and
(ix) dispositions transfers of assets not otherwise permitted hereunder (whether by merger, consolidation or otherwise) occurring as after the result of a casualty event or condemnationClosing Date which are made for fair market value; provided, or
however, that (dA) except for Liens in favor of Agents and except as provided in Schedule 8.4, pledge, transfer or otherwise dispose at the time of any Equity Interest in any Material Subsidiary transfer, no Default or any Borrowed Money Indebtedness Event of any Material Subsidiary Default exists or issue or permit any Subsidiary would result from such transfer and (B) the aggregate net book value of U.S. Borrower to issue any additional Equity Interest other than stock evidencing a Permitted Investment or stock dividends (in each case, subject to a Lien in favor all assets so transferred per annum by the Company and its Subsidiaries together shall not exceed 5% of Agents to the extent required hereby)Consolidated Total Assets.
Appears in 1 contract
Samples: Credit Agreement (Ceridian Corp)
Mergers, Consolidations and Dispositions of Assets. In any single transaction or series of transactions, directly or indirectly:
(a) liquidate or dissolve; dissolve (provided that Subsidiaries of Borrower which are not parties to any Subsidiary of U.S. Borrower Security Agreement may liquidate, dissolve be liquidated or take action to wind-up its operations if (i) U.S. Borrower determines such action to be in the best interests of U.S. Borrower and its Subsidiaries; (ii) any liquidating dividends are paid to U.S. Borrower or to a wholly-owned Subsidiary of U.S. Borrower; and (iii) U.S. Borrower gives Agents written notice of such action at least ten (10) days prior to taking such actiondissolved);
(b) be a party to any merger or consolidation unless and so long as (i) no Default or Event of Default has occurred that is then continuing; , (ii) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a Default, (iii) if an Obligor is a party to such transaction, an Obligor is the surviving Person; (iv) the surviving Person ratifies and assumes each Loan Document to which any party to such merger was a party; , and (v) Agents are Agent is given at least 10 30 days’ prior written notice of such merger or consolidation;
(c) sell, convey or lease all or any substantial part of its assets, except for (i) sales or leases of Inventory in the ordinary course of business (including transfers and dispositions of any assets whichsale/leaseback transactions, in the reasonable judgment of the applicable Person, are obsolete, worn out or otherwise no longer useful in the conduct of such Person’s business); (ii) sales, leases or licenses sales of other Property in the ordinary course of business; , (iii) salessales to other Obligors, leases or other dispositions of Property outside the ordinary course of business having a fair market value in an aggregate amount not to exceed, in the aggregate from and after the date hereof, ten percent (10%) of Tangible Net Worth calculated as of the date of the applicable sale or other disposition; (iv) sales, leases or other dispositions of Property (whether or not Collateral) expressly permitted by the other terms of this Agreement or any Loan Document; Specified Asset Sales and (v) conveyances constituting investments in Subsidiaries permitted by Section 8.8other sales not exceeding, for any fiscal year, $20,000,000; (vi) transfers of assets (w) from any Subsidiary of U.K. Borrower to U.K. Borrower or to another Subsidiary of U.K. Borrower, (x) from any Subsidiary of Singapore Borrower to Singapore Borrower or to another Subsidiary of Singapore Borrower, (y) from any Subsidiary of Canadian Borrower to Canadian Borrower or to another Subsidiary of Canadian Borrower or (z) from any Subsidiary of U.S. Borrower (other than a Foreign Subsidiary) to U.S. Borrower or to another Subsidiary of U.S. Borrower (other than a Foreign Subsidiary) so long as, in each such case, the Liens of the Security Documents are not affected thereby; (vii) leases, subcharters or sublicenses of any Property (other than accounts receivable or other Property comprising the Collateral) by U.S. Borrower to any of its Subsidiaries or by any Subsidiary of U.S. Borrower to U.S. Borrower or any of its other Subsidiaries; (viii) the Permitted Disposition; and (ix) dispositions occurring as the result of a casualty event or condemnation, or
(d) except for Liens in favor of Agents and except as provided in Schedule 8.4Agent, pledge, transfer or otherwise dispose of any Equity Interest equity interest in any Material Subsidiary Obligor or any Borrowed Money Indebtedness of any Material Subsidiary Obligor or issue or permit any Subsidiary of U.S. Borrower other Obligor (other than Carrols Restaurant Group) to issue any additional Equity equity interest. Nothing in this Agreement or any of the other Loan Documents shall prohibit any Obligor from (i) selling obsolete equipment or from replacing used equipment in the ordinary course of business or (ii) disposing of any Interest other than stock evidencing a Permitted Investment or stock dividends Rate Risk Agreement (in each case, subject to a Lien in favor of Agents to the extent required herebyprovided that Borrower shall maintain compliance with Section 7.9 at all times).
Appears in 1 contract
Mergers, Consolidations and Dispositions of Assets. In any single transaction or series of transactions, directly or indirectly:
(a) liquidate or dissolve; dissolve (provided that Subsidiaries of Borrower which are not parties to any Subsidiary of U.S. Borrower Security Agreement or Mortgage may liquidate, dissolve be liquidated or take action to wind-up its operations if (i) U.S. Borrower determines such action to be in the best interests of U.S. Borrower and its Subsidiaries; (ii) any liquidating dividends are paid to U.S. Borrower or to a wholly-owned Subsidiary of U.S. Borrower; and (iii) U.S. Borrower gives Agents written notice of such action at least ten (10) days prior to taking such actiondissolved);
(b) be a party to any merger or consolidation unless and so long as (i) no Default or Event of Default has occurred that is then continuing; , (ii) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a Default, (iii) if an Obligor is a party to such transaction, an Obligor is the surviving Person; (iv) the surviving Person ratifies and assumes each Loan Document to which any party to such merger was a party; , and (v) Agents are Agent is given at least 10 30 days’ prior written notice of such merger or consolidation;
(c) sell, convey or lease all or any substantial part of its assets, except for (i) sale/leaseback transactions, sales or leases of Inventory in the ordinary course of business (including transfers and dispositions of any assets which, in the reasonable judgment of the applicable Person, are obsolete, worn out or otherwise no longer useful in the conduct of such Person’s business); (ii) sales, leases or licenses of other Property in the ordinary course of business; , sales to other Obligors and other sales not exceeding, for any fiscal year, $20,000,000;
(iiid) salesenter into any sale/leaseback transaction unless the Agent, leases or other dispositions of Property outside for the ordinary course of business having a fair market value in an aggregate amount not to exceed, in the aggregate from and after the date hereof, ten percent (10%) of Tangible Net Worth calculated as benefit of the date of Lenders, shall be granted a lien (concurrently with the applicable sale sale/leaseback transaction unless the Majority Lenders shall otherwise consent in writing) on the resulting leasehold interests securing the Obligations (or other disposition; (iv) sales, leases or other dispositions of Property (whether or not Collateral) expressly permitted by the other terms of this Agreement or any Loan Document; (v) conveyances constituting investments in Subsidiaries permitted by Section 8.8; (vi) transfers of assets (w) from any Subsidiary of U.K. Borrower to U.K. Borrower or to another Subsidiary of U.K. Borrower, (x) from any Subsidiary of Singapore Borrower to Singapore Borrower or to another Subsidiary of Singapore Borrower, (y) from any Subsidiary of Canadian Borrower to Canadian Borrower or to another Subsidiary of Canadian Borrower or (z) from any Subsidiary of U.S. Borrower (other than a Foreign Subsidiary) to U.S. Borrower or to another Subsidiary of U.S. Borrower (other than a Foreign Subsidiary) so long as, in each such case, the Liens of the Security Documents are not affected thereby; (vii) leases, subcharters or sublicenses of any Property (other than accounts receivable or other Property comprising the Collateral) by U.S. Borrower to any of its Subsidiaries or by any Subsidiary of U.S. Borrower to U.S. Borrower or any of its other Subsidiaries; (viii) the Permitted Disposition; and (ix) dispositions occurring portion thereof as the result of a casualty event or condemnationMajority Lenders may require), or
(de) except for Liens in favor of Agents and except as provided in Schedule 8.4Agent, pledge, transfer or otherwise dispose of any Equity Interest equity interest in any Material Subsidiary Obligor or any Borrowed Money Indebtedness of any Material Subsidiary Obligor or issue or permit any Subsidiary of U.S. Borrower other Obligor (other than Carrols Holdings) to issue any additional Equity Interest equity interest. Nothing in this Agreement or any of the other than stock evidencing a Permitted Investment Loan Documents shall prohibit any Obligor from selling obsolete equipment or stock dividends (from replacing used equipment in each case, subject to a Lien in favor the ordinary course of Agents to the extent required hereby)business.
Appears in 1 contract
Samples: Loan Agreement (Carrols Corp)
