Common use of Mergers, Consolidations and Sales Clause in Contracts

Mergers, Consolidations and Sales. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, be a party to any merger or, consolidation, division or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property (i) of any Loan Party to another Loan Party, or (ii) of any Excluded Subsidiary to another Excluded Subsidiary; (c) the merger of any Restricted Subsidiary into a Loan Party; provided that, in the case of any merger involving (i) Borrower, Borrower is the corporation surviving the merger or (ii) a Loan Party (other than Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (e) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or 744209099 20664705 securitization transaction); (f) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan Party or its Restricted Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; (g) sales of Cash Equivalents in the ordinary course of business and for fair market value; (h) the unwinding of any Hedging Agreement; (i) the lapse or abandonment of intellectual property in the ordinary course of business; (j) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $1,000,000; (k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (l) terminations of leases, subleases, licenses and sublicenses by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (m) sales by Borrower or any of its Restricted Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of Borrower and its Restricted Subsidiaries; (n) the statutory division of any Restricted Subsidiary so long as after giving to such division, Borrower has satisfied the requirements set forth in Section 6.10; (o) the Disposition of Property of any Loan Party or any Restricted Subsidiary (including any Disposition of Property as part of a sale and leaseback transaction or the equity interest held in a Restricted Subsidiary) in an aggregate amount not to exceed $100,000,000 in the aggregate or $50,000,000 for any individual Disposition so long as (i) such Disposition shall be made for fair value, (ii) at least 75% of the total consideration received therefor shall consist of cash or Cash Equivalents, and (iii) no Default exists or would result therefrom; (p) any Permitted Acquisition; and (q) Dispositions consisting of (i) Liens expressly permitted under Section 7.2, (ii) investments expressly permitted under Section 7.3 (other than Section 7.3(t)) and (iii) Restricted Payments expressly permitted under Section 7.6 (other than clause (vi) of the proviso to Section 7.6).

Mergers, Consolidations and Sales. No Loan Without the prior written consent of Lender, no Credit Party shall, nor and no Credit Party shall it permit any of Subsidiary to: (i) wind up, liquidate or dissolve itself or its Restricted Subsidiaries tobusiness, (ii) be a party to any merger or, or consolidation, division (iii) make any Disposition or amalgamation, other transfer of any assets or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event (iv) sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section 7.4 shall not apply to nor operate to prevent: (a) the 7.4.1. The sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case inventory in the ordinary course of business; (b) the 7.4.2. The sale, transfer, lease or other disposition Disposition of Property (i) from a Subsidiary to Borrower; 7.4.3. The merger or consolidation of any Loan Subsidiary solely with another Subsidiary or Borrower; provided, that if any Credit Party is a party to another Loan Partysuch merger, or (ii) of any Excluded Subsidiary to another Excluded Subsidiary; (c) the merger of any Restricted Subsidiary into a Loan Party; provided that, in the case of any merger involving (i) Borrower, Borrower is the corporation surviving the merger or (ii) a Loan Party (other than Borrower) and an Excluded Subsidiary, such Loan Credit Party shall be the Person surviving entity; and provided, further, that if Borrower is a party to such merger, Borrower shall be the surviving entity; and, in conjunction with such merger;, the Credit Parties shall enter into an amendment of this Agreement modifying the covenants in Sections 7.14 as determined by Lender in its sole discretion, and such other provisions as agreed to by the parties (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (e) the 7.4.4. The sale of delinquent notes note or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or 744209099 20664705 securitization transaction); (f) the 7.4.5. The sale, transfer or other disposition Disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan applicable Credit Party or its Restricted Subsidiary, has become unnecessary, obsolete or worn outout or is no longer useful in the Subject Business, or which is promptly being replaced, and which is disposed of in the ordinary course of business; (g) sales 7.4.6. The use of cash and Cash Equivalents in the ordinary course of business and for fair market valueor otherwise in a manner not prohibited by any Loan Document; (h) the unwinding of any Hedging Agreement; (i) the lapse 7.4.7. Licenses, sublicenses, leases or abandonment of intellectual property subleases granted to third parties in the ordinary course of business; (j) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $1,000,000; (k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (l) terminations of leases, subleases, licenses and sublicenses by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (m) sales by Borrower or any of its Restricted Subsidiaries of immaterial non-core assets acquired in connection business not interfering with an Acquisition which are not used in the business of Borrower and its Restricted Subsidiariesany Credit Party or Subsidiary; (n) the statutory division of any Restricted Subsidiary so long as after giving to such division, Borrower has satisfied the requirements set forth in 7.4.8. Investments permitted by Section 6.107.3; 7.4.9. Dispositions of assets to the extent such assets are simultaneously exchanged for credit against the purchase price of similar replacement assets (o) the Disposition of Property of any Loan Party or any Restricted Subsidiary (including any Disposition of Property as part of a sale and leaseback transaction or the equity interest held in a Restricted Subsidiary) in an aggregate amount not to exceed $100,000,000 in the aggregate or $50,000,000 for any individual Disposition so long as (i) which such Disposition shall be made for fair value, (ii) at least 75% of the total consideration received therefor shall consist of cash or Cash Equivalents, and (iii) no Default exists or would result therefrom;replacements assets are actually purchased simultaneously with such exchange). (p) any Permitted Acquisition7.4.10. Liens permitted by Section 7.2; and (q) Dispositions consisting 7.4.11. The sale or issuance of (i) Liens expressly permitted under Section 7.2, (ii) investments expressly permitted under Section 7.3 (other than Section 7.3(t)) and (iii) Restricted Payments expressly permitted under Section 7.6 (other than clause (vi) any equity interests not constituting a Change of the proviso to Section 7.6)Control.

Mergers, Consolidations and Sales. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, be a party to any merger or, consolidation, division or consolidation or amalgamation, or sell, transfer, lease or otherwise dispose of all or any material part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property (i) of any Loan Party to one another Loan Party, or (ii) in the ordinary course of any Excluded Subsidiary to another Excluded Subsidiaryits business; (c) the merger of any Restricted Loan Party or any Subsidiary into of a Loan Party with and into the Borrower or any other Loan Party; , provided that, in the case of any merger involving (i) the Borrower or involving a Subsidiary of a Loan Party which is not a Loan Party, the Borrower, if the Borrower is a party to the merger, or a Loan Party, if the Borrower is not a party to the merger, is the corporation surviving the merger or (ii) a Loan Party (other than Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (e) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or 744209099 20664705 securitization transaction); (fe) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan Party or its Restricted Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; (g) sales of Cash Equivalents in the ordinary course of business and for fair market value; (h) the unwinding of any Hedging Agreement; (i) the lapse or abandonment of intellectual property in the ordinary course of business; (j) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $1,000,000; (k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (l) terminations of leases, subleases, licenses and sublicenses by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (m) sales by Borrower or any of its Restricted Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of Borrower and its Restricted Subsidiaries; (n) the statutory division of any Restricted Subsidiary so long as after giving to such division, Borrower has satisfied the requirements set forth in Section 6.10; (of) the Disposition of Property of any Loan Party or any Restricted Subsidiary of a Loan Party (including any Disposition of Property as part of a sale and leaseback transaction or transaction) aggregating for all Loan Parties and their Subsidiaries not more than $25,000,000 during any fiscal year of the equity interest held in a Restricted Subsidiary) in an aggregate amount not to exceed $100,000,000 in the aggregate or $50,000,000 for any individual Disposition so long as Borrower, provided that (i) each such Disposition shall be made for fair value, value and (ii) at least 7580% of the total consideration received therefor at the closing of such Disposition shall consist of cash and at least 80% of the total consideration received after taking into account all final purchase price adjustments and/or contingent payments (including working capital adjustment or Cash Equivalentsearn‑out provisions) expressly contemplated by the transaction documents, and (iii) no Default exists or would result therefrom; (p) any Permitted Acquisitionwhen received shall consist of cash; and (qg) Dispositions consisting the sale or other Disposition of (i) Liens expressly permitted under Section 7.2, (ii) investments expressly permitted under Section 7.3 (other than Section 7.3(t)) and (iii) Restricted Payments expressly permitted under Section 7.6 (other than clause (vi) marketable securities in the ordinary course of the proviso to Section 7.6)business.

Mergers, Consolidations and Sales. (a) No Loan Party Borrower shall, nor shall it permit any of its Restricted Subsidiaries Credit Party to, be a party to any merger or, consolidation, division or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its PropertyAsset Sale, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to preventunless: (a) the sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property (i) of any Loan Party to another Loan Party, or (ii) of any Excluded Subsidiary to another Excluded Subsidiary; (c) the merger of any Restricted Subsidiary into a Loan Party; provided that, in the case of any merger involving (i) Borrower, Borrower is the corporation surviving the merger or (ii) a Loan Party (other than Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (e) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or 744209099 20664705 securitization transaction); (f) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan Party or its Restricted Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; (g) sales of Cash Equivalents in the ordinary course of business and for fair market value; (h) the unwinding of any Hedging Agreement; (i) such Credit Party, as the lapse case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or abandonment of intellectual property in the ordinary course of businessEquity Interests issued or sold or otherwise disposed of; (j) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $1,000,000; (k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (l) terminations of leases, subleases, licenses and sublicenses by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (m) sales by Borrower or any of its Restricted Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of Borrower and its Restricted Subsidiaries; (n) the statutory division of any Restricted Subsidiary so long as after giving to such division, Borrower has satisfied the requirements set forth in Section 6.10; (o) the Disposition of Property of any Loan Party or any Restricted Subsidiary (including any Disposition of Property as part of a sale and leaseback transaction or the equity interest held in a Restricted Subsidiary) in an aggregate amount not to exceed $100,000,000 in the aggregate or $50,000,000 for any individual Disposition so long as (i) such Disposition shall be made for fair value, (ii) at least 75% of the total consideration received therefor shall consist in the Asset Sale by such Credit Party is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: (A) any liabilities, as shown on the most recent consolidated balance sheet of the Companies or as would be reflected on a balance sheet prepared in accordance with GAAP on the date of such sale, of any Credit Party (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases such Credit Party from or indemnifies against further liability; and (B) any securities, notes or other obligations received by such Credit Party from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by such Credit Party into cash, to the extent of the cash received in that conversion; (iii) no Default or Event of Default exists or would result therefromafter giving effect to such Asset Sale and Borrowers are in compliance with all limitations set forth in Sections 1.1, 1.2 and 1.3 hereof after giving effect to such Asset Sale; (piv) if such Asset Sale involves First Priority Collateral, the borrowing base value of such First Priority Collateral being sold does not exceed $500,000 in any Permitted Acquisitionfiscal year or $2,000,000 during the term of this Agreement; or if such Asset Sale involves Property other than First Priority Collateral, the book value of such Property being sold does not exceed 5% of the book value of all assets of the Credit Parties in any fiscal year or 10% of the book value of all assets of the Credit Parties during the term of this Agreement; and (qv) Dispositions consisting the Loans are repaid by an amount equal to the borrowing base value (pursuant to this Agreement) of all First Priority Collateral sold or otherwise disposed of pursuant to the Asset Sale and all other consideration received by any Credit Party in connection with such Asset Sale are used or otherwise disposed of in a manner which complies with the provisions of the Indenture as in existence on the Closing Date. Notwithstanding the foregoing, no Borrower shall, nor shall it permit any Credit Party to, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Credit Parties taken as a whole in one or more related transactions. (b) No Borrower shall, nor shall it permit any Credit Party to, be a party to any merger or consolidation unless: (i) Liens expressly permitted under Section 7.2, a Credit Party is the surviving entity; (ii) investments expressly permitted under Section 7.3 (other than Section 7.3(t)) no Default or Event of Default exists after giving effect to such merger or consolidation and Borrowers are in compliance with all limitations set forth in Sections 1.1, 1.2 and 1.3 hereof after giving effect to such merger or consolidation; and (iii) Restricted Payments expressly permitted under Section 7.6 (other than clause (vi) of the proviso to Section 7.6)such merger or consolidation constitutes a Permitted Acquisition.

Mergers, Consolidations and Sales. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, be a party to any merger or, consolidation, division or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property (i) of any Loan Party to another Loan Party, or (ii) of any Excluded Subsidiary to another Excluded Subsidiary; (c) the merger of any Restricted Subsidiary into a Loan Party; provided that, in the case of any merger involving (i) Borrower, Borrower is the corporation surviving the merger or (ii) a Loan Party (other than Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (e) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or 744209099 20664705 securitization transaction); (f) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan Party or its Restricted Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business;; 739016937 20664705 (g) sales of Cash Equivalents in the ordinary course of business and for fair market value; (h) the unwinding of any Hedging Agreement; (i) the lapse or abandonment of intellectual property in the ordinary course of business; (j) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $1,000,000; (k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (l) terminations of leases, subleases, licenses and sublicenses by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (m) sales by Borrower or any of its Restricted Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of Borrower and its Restricted Subsidiaries; (n) the statutory division of any Restricted Subsidiary so long as after giving to such division, Borrower has satisfied the requirements set forth in Section 6.10; (o) the Disposition of Property of any Loan Party or any Restricted Subsidiary (including any Disposition of Property as part of a sale and leaseback transaction or the equity interest held in a Restricted Subsidiary) in an aggregate amount not to exceed $100,000,000 in the aggregate or $50,000,000 for any individual Disposition so long as (i) such Disposition shall be made for fair value, (ii) at least 75% of the total consideration received therefor shall consist of cash or Cash Equivalents, and (iii) no Default exists or would result therefrom; (p) any Permitted Acquisition; and (q) Dispositions consisting of (i) Liens expressly permitted under Section 7.2, (ii) investments expressly permitted under Section 7.3 (other than Section 7.3(t)) and (iii) Restricted Payments expressly permitted under Section 7.6 (other than clause (vi) of the proviso to Section 7.6).

Mergers, Consolidations and Sales. No Except as otherwise permitted by Section 8.11, no Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, be a party to any merger or, consolidation, or consolidation or division or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property (including by dividing into two or more separate limited liability companies or other legal entities), the disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property (i) of any Loan Party to another any other Loan Party, or Party (ii) of any Excluded Subsidiary that is not a Loan Party to another Excluded SubsidiarySubsidiary that is not a Loan Party, (iii) by the Indiana Subsidiaries in connection with activities permitted pursuant to Section 8.27 or (iv) the cancellation of Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party; (c) Permitted Acquisitions and the merger merger, consolidation or amalgamation of any Restricted Subsidiary Loan Party with and into a any other Loan Party; , provided that, in the case of any merger involving (i) the Borrower, the Borrower is the corporation surviving the merger or (ii) a Loan Party (other than Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (e) the sale or forgiveness of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only or compromise thereof (and not for the purpose of any bulk sale or 744209099 20664705 securitization transaction)) or in connection with the bankruptcy or reorganization of suppliers or customers; (fe) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan Party or its Restricted Subsidiary, has become unnecessary, obsolete or worn out, or which is no longer used or useful for their business or is uneconomical, and which is disposed of in the ordinary course of business; (g) sales of Cash Equivalents in the ordinary course of business and for fair market value; (h) the unwinding of any Hedging Agreement; (i) the lapse or abandonment of intellectual property in the ordinary course of business; (j) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $1,000,000; (k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (l) terminations of leases, subleases, licenses and sublicenses by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (m) sales by Borrower or any of its Restricted Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of Borrower and its Restricted Subsidiaries; (n) the statutory division of any Restricted Subsidiary so long as after giving to such division, Borrower has satisfied the requirements set forth in Section 6.10; (of) the Disposition of Property of any Loan Party or any Restricted Subsidiary (including any Disposition of Property as part of a sale Loan Party aggregating for all Loan Parties and leaseback transaction or the equity interest held in a Restricted Subsidiary) in an aggregate amount not to exceed $100,000,000 in the aggregate or $50,000,000 for their Subsidiaries during any individual Disposition so long as fiscal year (i) such Disposition shall be made for fair value, not more than the Threshold Amount and (ii) at least 75% fair market value (as determined by the Board of Directors of Performant Business Services) so long as the value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000; (g) the disposition of the total consideration received therefor shall consist real property interests owned by the Indiana Subsidiaries or any other Loan Party located in Xxxxxxxxx County, Oregon and Xxxxxx County, Indiana for cash at a sale price not less than fair market value as determined by the Loan Parties in good faith; (h) the use of cash or Cash Equivalents, Equivalents in a manner not prohibited by the Loan Documents and (iii) no Default exists or would result therefromthe making of Investments otherwise permitted hereunder; (pi) licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering with the business of the Loan Parties; (j) the lapse, abandonment or other dispositions of intellectual property that is, in the reasonable good faith judgment of a Loan Party, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of the Loan Parties or any Permitted Acquisitionof their Subsidiaries; (k) sales, licenses or leases of intellectual property in the ordinary course of business; and (ql) Dispositions consisting the voluntary termination of (i) Liens expressly permitted under Section 7.2, (ii) investments expressly permitted under Section 7.3 (other than Section 7.3(t)) and (iii) Restricted Payments expressly permitted under Section 7.6 (other than clause (vi) of the proviso to Section 7.6)any Hedging Agreement.

Mergers, Consolidations and Sales. No Loan Party shall, nor shall it any Loan Party permit any of its Restricted Subsidiaries Subsidiary to, be a party to any merger or, or consolidation, division or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case inventory in the ordinary course of business; (b) the disposition of cash in transactions not otherwise prohibited by this Agreement; (c) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of any Borrower or any Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (d) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party or any Subsidiary; (e) the sale, transfer, lease or other disposition of Property (i) of the Loan Parties and their respective Subsidiaries to one another in the ordinary course of its business; provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party to another Loan Party, or (ii) of any Excluded Subsidiary to another Excluded Subsidiaryshall be made in compliance with Section 8.16; (cf) the merger of any Restricted Subsidiary with and into a Loan Party; Borrower or any other Subsidiary, provided that, in the case of any merger involving (i) any Borrower, such Borrower is the corporation Person surviving the merger or (ii) a and in the case of any merger involving any Loan Party (other than a Borrower) and an Excluded Subsidiary), such the Loan Party shall be is the Person surviving the merger; (dg) the merger of any Excluded Subsidiary into any other Excluded Subsidiarydividends or distributions permitted by Section 8.12; (eh) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or 744209099 20664705 securitization transaction); (f) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan Party or its Restricted Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; (g) sales of Cash Equivalents in the ordinary course of business and for fair market value; (h) the unwinding of any Hedging Agreement;; and (i) the lapse sale, transfer, lease or abandonment of intellectual property in the ordinary course of business; (j) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $1,000,000; (k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (l) terminations of leases, subleases, licenses and sublicenses by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (m) sales by Borrower or any of its Restricted Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of Borrower and its Restricted Subsidiaries; (n) the statutory division of any Restricted Subsidiary so long as after giving to such division, Borrower has satisfied the requirements set forth in Section 6.10; (o) the Disposition other disposition of Property of any Loan Party or any Restricted Subsidiary (including excluding any Disposition disposition of Property as part of a sale and leaseback transaction and any capital stock or the other equity interest held in interests of a Restricted Subsidiary) in an aggregate amount aggregating for the Loan Parties and their respective Subsidiaries not to exceed more than $100,000,000 in the aggregate or $50,000,000 for 3,000,000 during any individual Disposition so long as (i) such Disposition shall be made for fair value, (ii) at least 75% fiscal year of the total consideration received therefor shall consist of cash or Cash Equivalents, and (iii) no Default exists or would result therefrom; (p) any Permitted Acquisition; and (q) Dispositions consisting of (i) Liens expressly permitted under Section 7.2, (ii) investments expressly permitted under Section 7.3 (other than Section 7.3(t)) and (iii) Restricted Payments expressly permitted under Section 7.6 (other than clause (vi) of the proviso to Section 7.6)Borrowers.

Mergers, Consolidations and Sales. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, be a party to any merger ormerger, consolidationdivision, division consolidation or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory, or the granting of licenses, sublicenses, leases or subleases, in each case inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property (i) of any Loan Party to one another Loan Party, or (ii) in the ordinary course of any Excluded Subsidiary to another Excluded Subsidiaryits business; (c) the merger of any Restricted Loan Party or, Inactive Subsidiary or Factoring SPV with and into a the Borrower or any other Loan Party; Party (or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPV) provided that, in the case of any merger involving (i) the Borrower, the Borrower is the corporation surviving the merger or (ii) a Loan Party (other than Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (e) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or 744209099 20664705 securitization transaction); (fe) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan Party or its Restricted Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; (g) sales of Cash Equivalents in the ordinary course of business and for fair market value; (hf) the unwinding of any Hedging Agreement; (i) the lapse Dispositionsale, transfer, lease or abandonment of intellectual property in the ordinary course of business; (j) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $1,000,000; (k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (l) terminations of leases, subleases, licenses and sublicenses by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (m) sales by Borrower or any of its Restricted Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of Borrower and its Restricted Subsidiaries; (n) the statutory division of any Restricted Subsidiary so long as after giving to such division, Borrower has satisfied the requirements set forth in Section 6.10; (o) the Disposition other disposition of Property of any Loan Party or any Restricted Subsidiary of a Loan Party (including any Disposition Dispositionsale, transfer, lease or other disposition of Property as part of a sale and leaseback transaction) aggregating for all Loan Parties and their Subsidiaries not more than $750,000 during any Fiscal Year of the Borrower, provided that (i) each such Dispositionsale, transfer, lease or other disposition shall be made for fair value and (ii) at least 80% of the total consideration received at the closing of such Dispositionsale, transfer, lease or other disposition shall consist of cash and at least 80% of the total consideration received after taking into account all final purchase price adjustments and/or contingent payments (including working capital adjustment or earn‑out provisions) expressly contemplated by the transaction documents, when received shall consist of cash; and (g) anythe sale or transfer of an interest ofin accounts receivable, and any contract rights, equipment and materials related to such accounts receivable that are sold, from time to time, in each case, in connection with a factoring or similar arrangement in the equity interest held in a Restricted Subsidiary) ordinary course of business and consistent with the historical practices of the Borrower and its Subsidiaries, in an aggregate amount not to exceed $100,000,000 20,000,00030,000,000 in the aggregate or $50,000,000 for any individual Disposition so long as (i) such Disposition shall be made for fair value, (ii) at least 75% of the total consideration received therefor shall consist of cash or Cash Equivalents, and (iii) no Default exists or would result therefrom; (p) any Permitted Acquisition; and (q) Dispositions consisting of (i) Liens expressly permitted under Section 7.2, (ii) investments expressly permitted under Section 7.3 (other than Section 7.3(t)) and (iii) Restricted Payments expressly permitted under Section 7.6 (other than clause (vi) of the proviso to Section 7.6)calendar year.