Common use of Mergers; Consolidations; Asset Sales Clause in Contracts

Mergers; Consolidations; Asset Sales. (a) Not, and not permit any other Loan Party to, be a party to any merger or consolidation, except for (i) any such merger or consolidation of any Subsidiary into a Borrower or any Wholly-Owned Domestic Subsidiary of a Borrower and (ii) Permitted Acquisitions. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory or worn-out or surplus equipment, all in the ordinary course of business, (ii) sales and dispositions of assets (excluding any equity interests of a Borrower or any Subsidiary) for at least fair market value (as determined by the Board of Directors of Holdings) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000, (iii) arm’s-length real estate leases and subleases in the ordinary course of business that do not interfere in any material respect with the ordinary conduct of business of any Borrower or any Subsidiary, (iv) the sale or other disposition of the equity interests in Xxxxxx-Europe for at least fair market value (as reasonably determined by the Board of Directors of Holdings), (v) sales of the real estate located in Gardner, Kansas for at least fair market value (as reasonably determined by the Board of Directors of Holdings) and (vi) so long as no Event of Default then exists, sales of non-core assets acquired in Permitted Acquisitions consummated after the Closing Date.

Mergers; Consolidations; Asset Sales. (a) Not, and not permit any other Loan Party to, be a party to any merger or consolidation, except for (i) any such merger or consolidation of any Subsidiary into a Borrower or any Wholly-Owned Domestic Subsidiary of a Borrower and (ii) Permitted Acquisitions. (b) Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory or worn-out or surplus equipment, all in the ordinary course of business, (ii) sales and dispositions of assets (excluding any equity interests of a Borrower or any Subsidiary) for at least fair market value (as determined by the Board of Directors of Holdings) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,0001,125,000, (iii) arm’s-length real estate leases and subleases in the ordinary course of business that do not interfere in any material respect with the ordinary conduct of business of any Borrower or any Subsidiary, (iv) the sale or other disposition of the equity interests in Xxxxxx-Europe for at least fair market value (as reasonably determined by the Board of Directors of Holdings), (v) sales of the real estate located in Gardner, Kansas for at least fair market value (as reasonably determined by the Board of Directors of Holdings) and (vi) so long as no Event of Default then exists, sales of non-core assets acquired in Permitted Acquisitions consummated after the Closing Date.

Mergers; Consolidations; Asset Sales. (a) Not, and not permit the Trust or any other Loan Party Subsidiary to, be a party to any merger or consolidation, except for (i) any such merger or consolidation of any Subsidiary into a Borrower or any Wholly-Owned Domestic domestic Subsidiary that is the parent company of a Borrower and such Subsidiary, (ii) a Permitted Trust Merger, (iii) Permitted Eligible Acquisitions and (iv) Permitted Ineligible Acquisitions. (b) Not, and not permit any other Loan Party Subsidiary to, sell, transfer, dispose of, convey or lease any of its assets or equity interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory or worn-out or surplus equipment, all by the Portfolio Companies in the ordinary course of business, (ii) a sale by Borrower of a Portfolio Company, so long as (1) no Event of Default exists or would result therefrom (and, in furtherance thereof, Borrower has delivered an updated Availability Certificate to Agent, prepared on a pro forma basis giving effect to such sale and the application of the proceeds thereof, demonstrating that Borrowing Availability shall be in excess of Revolving Outstandings after giving effect to such sale) and (2) all Intercompany Debt owing by such Portfolio Company is repaid in cash in full at the time of the closing of such sale, (iii) a sale by Borrower of an Outside Company, (iv) sales and dispositions of assets (excluding by any equity interests of a Borrower or any Subsidiary) Outside Company for at least fair market value (as determined by the Board of Directors of Holdingssuch Outside Company), and (v) sales and dispositions of assets by any Portfolio Company for at least fair market value (as determined by the Board of Directors of such Portfolio Company), so long as the net book value of all assets sold or otherwise disposed of by such Portfolio Company in any Fiscal Year does not exceed $1,000,000, (iii) arm’s-length real estate leases and subleases in the ordinary course of business amount that do not interfere in any material respect with the ordinary conduct of business of any Borrower or any Subsidiary, (iv) the sale or other disposition is equal to 15% of the equity interests in Xxxxxx-Europe for at least fair market net book value (as reasonably determined by the Board of Directors of Holdings), (v) sales of the real estate located in Gardner, Kansas for at least fair market value (tangible assets of such Portfolio Company as reasonably determined by of the Board last day of Directors the most recently ended fiscal year of Holdings) and (vi) so long as no Event of Default then exists, sales of non-core assets acquired in Permitted Acquisitions consummated after the Closing Datesuch Portfolio Company.