Common use of Mergers, Consolidations, Sales of Assets and Acquisitions Clause in Contracts

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person, except that (i) the Borrower and any Subsidiary may purchase and sell assets in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (A) any Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and (B) any Wholly Owned Subsidiary may merge into or consolidate with any other Wholly Owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary and no Person other than the Borrower or a Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party). (b) Without the Lender’s approval, make any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 90% of which is cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the Net Cash Proceeds of such Asset Sale are applied as provided in Section 2.10.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that (i) the Borrower and any Subsidiary may purchase and sell assets inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (Au) any Wholly Owned wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation corporation, (v) Holdings may merge, liquidate, reorganize or otherwise be restructured into a newly-formed Loan Party in a transaction the purpose of which is to re-organize Holdings as a corporation; provided that (1) such transaction (or series of transactions) does not result in a material increase in the Tax obligations payable in cash (on a consolidated basis) for Holdings, the Borrower, each Subsidiary of the Borrower and the holders of Equity Interests in Holdings and (B2) immediately following such transaction, Holdings is in compliance with all requirements of the Guarantee and Collateral Agreement and has satisfied its obligations under Section 5.11 (including the execution of any further documents, financing statements, agreements and instruments, and the taking of all other actions, that may be reasonably requested by the Required Lenders, the Administrative Agent or the Collateral Agent), (w) any Wholly Owned wholly owned Subsidiary may merge into or consolidate with any other Wholly Owned wholly owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned wholly owned Subsidiary and no Person person other than the Borrower or a Wholly Owned wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party). (b) Without the Lender’s approval, make any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 90% of which is cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the Net Cash Proceeds of such Asset Sale are applied as provided in Section 2.10.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that (i) the Borrower and any Subsidiary may purchase and sell assets inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (Au) any Wholly Owned wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation corporation, (v) Holdings may merge, liquidate, reorganize or otherwise be restructured into a newly-formed Loan Party in a transaction the purpose of which is to re-organize Holdings as a corporation; provided that (1) such transaction (or series of transactions) does not result in a material increase in the Tax obligations payable in cash (on a consolidated basis) for Holdings, the Borrower, each Subsidiary of the Borrower and the holders of Equity Interests in Holdings and (B2) immediately following such transaction, Holdings is in compliance with all requirements of the Guarantee and Collateral Agreement and has satisfied its obligations under Section 5.11 (including the execution of any further documents, financing statements, agreements and instruments, and the taking of all other actions, that may be reasonably requested by the Required Lenders, the Administrative Agent or the Collateral Agent), (w) any Wholly Owned wholly owned Subsidiary may merge into or consolidate with any other Wholly Owned wholly owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned wholly owned Subsidiary and no Person person other than the Borrower or a Wholly Owned wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (x) the Borrower and the Subsidiaries may make Permitted Acquisitions and (y) any Inactive Subsidiary of the Borrower may be dissolved or liquidated. (b) Without the Lender’s approval, make Make any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 9075% of which is cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the Net Cash Proceeds fair market value of such Asset Sale are applied as provided all assets sold, transferred, leased or disposed of pursuant to this paragraph (b) shall not exceed (x) $10,000,000 in Section 2.10any fiscal year or (y) $50,000,000 in the aggregate.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person, except that (i) the Borrower and any Subsidiary may purchase and sell assets any inventory in the ordinary course of business and business, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (Ax) any Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and (By) any Wholly Owned Subsidiary may merge into or consolidate with any other Wholly Owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary and no Person other than the Borrower or a Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party)) and (iii) investments permitted by Section 6.04 and Capital Expenditures permitted by Section 6.10 shall be permitted. (b) Without the Lender’s approval, make Make any Asset Sale (other than in respect of any condemnation, property loss or casualty payment) otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 9075% of which is cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the Net Cash Proceeds assets sold, transferred, leased or disposed of in such Asset Sale are applied as provided in Section 2.10do not, directly or indirectly, constitute any Specified Generating Plant.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that (i) the Borrower and any Subsidiary may purchase and sell assets in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (Ai) any Wholly Owned wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and corporation, (Bii) any Wholly Owned wholly owned Subsidiary may merge into or consolidate with any other Wholly Owned wholly owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned wholly owned Subsidiary and no Person person other than the Borrower or a Wholly Owned wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (iii) any Consolidated Practice may merge into a wholly owned Subsidiary or another Consolidated Practice in a transaction in which no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (iv) any Subsidiary may merge into any third party in any Asset Sale permitted by Section 6.05(b) and (v) the Borrower and the Subsidiaries may make Permitted Acquisitions. (b) Without the Lender’s approval, make Engage in any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 9075% of which is cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the Net Cash Proceeds fair market value of such Asset Sale are applied as provided all assets sold, transferred, leased or disposed of pursuant to this paragraph (b) shall not exceed $5,000,000 in Section 2.10any fiscal year or $25,000,000 in the aggregate.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person, except that (i) the Borrower and any Subsidiary may purchase and sell assets inventory in the ordinary course of business and business, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (Ax) any Wholly Wholly-Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and corporation, (By) any Wholly Wholly-Owned Subsidiary may merge into or consolidate with any other Wholly Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly Wholly-Owned Subsidiary and no Person other than the Borrower or a Wholly Wholly-Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (iii) any Loan Party (other than Borrower) may dispose of any or all of its assets or any Equity Interests of any Subsidiary to any other Loan Party, (iv) the Borrower or any Subsidiary may consummate any Sale and Leaseback Transaction permitted by Section 6.03 and (v) the Borrower and the Subsidiaries may make Permitted Acquisitions and investments pursuant to Section 6.04(h) and Section 6.04(i). (b) Without the Lender’s approval, make Make any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 9075% of which is cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the Net Cash Proceeds of such Asset Sale are applied as provided in Section 2.10.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that (i) the Borrower and any Subsidiary may purchase and sell assets inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, continuing (Ax) any Wholly Owned wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and corporation, (By) any Wholly Owned wholly owned Subsidiary may merge into or consolidate with any other Wholly Owned wholly owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned wholly owned Subsidiary and no Person person other than the Borrower or a Wholly Owned wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party)) and (z) the Borrower and the Subsidiaries may make Permitted Acquisitions, investments and acquisitions permitted under Section 6.04. (b) Without the Lender’s approval, make Engage in any Asset Sale otherwise permitted under paragraph (a) above of this Section unless (i) such Asset Sale is for consideration at least 9075% of which is cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the Net Cash Proceeds fair market value of such Asset Sale are applied as provided all assets sold, transferred, leased or disposed of pursuant to this paragraph shall not exceed (A) $5,000,000 in Section 2.10any fiscal year or (B) $10,000,000 in the aggregate.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the any substantial part of its assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that (ia) the Borrower and any Subsidiary of the Subsidiaries may purchase and sell assets inventory in the ordinary course of business business, (b) the Borrower or any of the Subsidiaries may purchase brand name pharmaceutical product lines from any third party pursuant to clause (iii) of the proviso contained in the definition of "Asset Sale" in Section 1.01 pursuant 66 61 to the conditions set forth therein and (iic) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (Ai) any Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and (Bii) any Wholly Owned Subsidiary may merge into or consolidate with any other Wholly Owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary and no Person person other than the Borrower or a Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party)consideration. (b) Without the Lender’s approval, make any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 90% of which is cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the Net Cash Proceeds of such Asset Sale are applied as provided in Section 2.10.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets of the Borrower (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that (i) the Borrower and any Subsidiary may purchase and sell assets inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (A) any Wholly Owned Subsidiary wholly owned Subsidiary(including CLI) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and corporation, (B) any Wholly Owned wholly owned Subsidiary may merge into or consolidate with any other Wholly Owned wholly owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned wholly owned Subsidiary and no Person person other than the Borrower or a Wholly Owned wholly owned Subsidiary receives any consideration of the Borrower and (provided that if any party to any such transaction is a Loan Party, C) the surviving entity of such transaction shall be a Loan Party)Borrower and its Subsidiaries may make Permitted Acquisitions. (b) Without the Lender’s approval, make Engage in any Asset Sale not otherwise permitted under paragraph (aprohibited by Section 6.05(a) above unless all of the following conditions are met: (i) such Asset Sale is for the consideration at least 90% of which is cash, (ii) such consideration received is at least equal to the fair market value of the assets being sold, transferred, leased ; (ii) at least 80% of the consideration received is cash or disposed of cash equivalents; and (iii) to the extent applicable, the Net Cash Proceeds of such Asset Sale are applied as provided required by Section 2.13(b). (c) Engage in any Asset Swap not otherwise prohibited by Section 2.106.05(a) unless all of the following conditions are met: (i) such exchange complies with the definition of Asset Swap, (ii) if the fair market value of the assets transferred exceeds $1,000,000 but is less than $25,000,000, the board of directors of the Borrower approves such exchange, (iii) if the fair market value of the assets transferred exceeds $25,000,000, the board of directors of the Borrower approves such exchange and the Borrower secures an appraisal given by an unaffiliated third party in form and substance reasonably satisfactory to the Administrative Agent, (iv) the fair market value of any property or assets received is at least equal to the fair market value of the property or assets so transferred and (v) to the extent applicable, any "boot" or other assets received by the Borrower or any Subsidiary complies with the requirements of paragraph (b) above and the Net Cash Proceeds of such boot or other assets are applied as required by Section 2.13(b).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that (i) the Borrower and any Subsidiary may purchase and sell assets inventory, materials and equipment in the ordinary course of business and may license intellectual property in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuingcontinuing (u) any Subsidiary may change its form of organization in compliance with Section 5.6(a), if applicable, (Av) any Wholly Owned Person may make investments and advances permitted by Section 6.4, (w) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and corporation, (Bx) any Wholly Owned wholly owned Subsidiary may merge into or consolidate with any other Wholly Owned wholly owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned wholly owned Subsidiary and no Person person other than the Borrower Borrower, a wholly owned Subsidiary or a Wholly Owned Subsidiary the De Minimis Holders receives any consideration (provided provided, that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (y) the Borrower and the Subsidiaries may make Permitted Acquisitions and (z) any Subsidiary of the Borrower may merge with another person in a transaction constituting an Asset Sale permitted hereunder. (b) Without the Lender’s approval, make Engage in any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 9075% of which is cashcash (other than in the case of a like-kind exchange or trade-in of one asset for another asset used or useful in the business of the Borrower and its Subsidiaries), (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) other than in the Net Cash Proceeds case of such Asset Sale are applied as provided the sale of one or more parcels of real property in Section 2.10connection with the relocation of the operations of the Borrower or any Subsidiary, the fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph (b) shall not exceed $35,000,000 in any fiscal year.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower (whether now owned or hereafter acquired) or any Equity Interests of an Acquired Subsidiary (other than any sale, transfer, lease or other disposal to the Borrower or less than all the Equity Interests of any Subsidiary), or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part substantially all of the assets of any other Personperson, except that (i) the Borrower and any Subsidiary may purchase and sell assets in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default with respect to the Borrower shall have occurred and be continuing, continuing (A) any Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and (B) any Wholly Owned Subsidiary may merge into or consolidate with any other Wholly Owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary; provided that any such merger or consolidation involving a Subsidiary that is not a wholly owned Subsidiary shall not be permitted unless also permitted by Section 6.04; and no Person other than (ii) the Borrower or a Wholly Owned any Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party)may make Permitted Acquisitions. (b) Without the Lender’s approval, make Engage in any Asset Sale not otherwise permitted under paragraph (aprohibited by Section 6.05(a) above unless all of the following conditions are met: (i) such Asset Sale is for the consideration at least 90% of which is cash, (ii) such consideration received is at least equal to the fair market value of the assets being sold, transferred, leased ; (ii) at least 75% of the consideration received is cash or disposed of and cash equivalents; (iii) the Net Cash Proceeds of such Asset Sale are applied as provided in Section 2.10.to

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the any substantial part of its assets (whether now owned or hereafter acquired) ), other than assets of the Borrower constituting an Unrestricted Subsidiary, or less than all the Equity Interests any Capital Stock of any Subsidiary, Subsidiary or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that that (ia) the Borrower and any Subsidiary may purchase and sell assets inventory in the ordinary course of business and business, (iib) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (A) continuing any Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and (B) any Wholly Owned wholly owned Subsidiary may merge into or consolidate with any other Wholly Owned wholly owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned wholly owned Subsidiary and no Person person other than the Borrower or a Wholly Owned wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party). (b) Without the Lender’s approval, make any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 90% of which is cashconsideration, (iic) such the Borrower and the Subsidiaries may acquire Permitted Business Acquisitions and other investments permitted by Section 6.04 and (d) the Subsidiaries may sell, lease or otherwise dispose of property for cash consideration is at least equal to the fair market value of the assets being asset sold, transferred, leased or otherwise disposed of, provided that (i) the Net Proceeds thereof are applied in accordance with Section 2.13(b), (ii) the aggregate consideration received in respect of all transactions under this clause (d) shall not exceed $1,000,000 in any fiscal year and (iii) no sale may be made of the Net Cash Proceeds Capital Stock (or any warrant, right, or option to purchase any and Capital Stock or any security convertible into or exchangeable for any such Capital Stock) of such Asset Sale are applied as provided in Section 2.10any Subsidiary.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any SubsidiaryBorrower, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that (i) the Borrower and any Subsidiary may purchase and sell or otherwise dispose of assets in the ordinary course of business transactions that do not constitute Asset Sales and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (Ax) any Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and corporation, (By) any Wholly Owned Subsidiary may merge into or consolidate with any other Wholly Owned wholly owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned wholly owned Subsidiary and, in the case of clauses (x) and (y), no Person person other than the Borrower or a Wholly Owned wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party)) and (z) the Borrower and the Subsidiaries may make acquisitions or purchases of inventory, materials, equipment and real property in the ordinary course and acquisitions and investments permitted under Section 6.04. (b) Without the Lender’s approval, make Engage in any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 9075% of which is cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the Net Cash Proceeds fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph (b) shall not exceed $5,000,000 in the aggregate; PROVIDED, HOWEVER, that this clause (iii) shall not apply to Asset Sales of noncore assets acquired in connection with a Permitted Acquisition. (c) To the extent that the Required Lenders waive the provisions of this Section with respect to the sale or other disposition of any Collateral, or any Collateral is sold or disposed of as permitted by this Section, such Collateral in each case shall be sold or otherwise disposed of free and clear of the Liens created by the Loan Documents (other than the Liens on the proceeds of such Asset Sale disposition) and the Administrative Agent shall take such actions (at the sole cost and expense of the Borrower) as are applied as provided appropriate in Section 2.10connection therewith.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that (i) the Borrower and any Subsidiary may purchase and sell assets inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (Ax) any Wholly Owned Subsidiary may merge into the Borrower in or a transaction in which the Borrower is the surviving corporation and (B) any Wholly Owned Subsidiary may merge into or consolidate with any other Wholly Owned wholly owned Subsidiary in a transaction in which the surviving entity is the Borrower or a Wholly Owned wholly owned Subsidiary and no Person person other than the Borrower or a Wholly Owned wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party)) and (y) the Borrower and the Subsidiaries may make investments and acquisitions permitted by Section 6.04. (b) Without the Lender’s approval, make Make any Asset Sale not otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 9075% of which is cash, cash or cash equivalents promptly converted to cash and (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the Net Cash Proceeds of such Asset Sale are applied as provided in Section 2.10of.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that (i) the Borrower and any Subsidiary may purchase and sell assets inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, continuing (Ax) any Wholly Owned wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and corporation, (By) any Wholly Owned wholly owned Subsidiary may merge into or consolidate with any other Wholly Owned wholly owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned wholly owned Subsidiary and no Person person other than the Borrower or a Wholly Owned wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party)) and (z) the Borrower and the Subsidiaries may make Permitted Acquisitions, investments and acquisitions permitted under Section 6.04. (b) Without the Lender’s approval, make Engage in any Asset Sale otherwise permitted under paragraph (a) above of this Section unless (i) such Asset Sale is for consideration at least 9075% of which is cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the Net Cash Proceeds fair market value of such Asset Sale are applied as all assets sold, transferred, leased or disposed of pursuant to this paragraph shall not exceed (A) $10,000,000 in any fiscal year or (B) $20,000,000 in the aggregate; provided in that clause (iii) of this Section 2.106.05(b) shall not apply to any sale of the WCGS ONR Business for a total consideration of $15,000,000 or less.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person, except that (i) the Borrower and any Subsidiary may purchase and sell assets in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (Ai) any Wholly Owned wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and (Bii) any Wholly Owned Subsidiary (other than Allied Finance) may merge into or consolidate with any other Wholly Owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned wholly owned Subsidiary and no Person person other than the Borrower or a Wholly Owned wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party).consideration; (b) Without Allied, the Lender’s approval, Borrower and the Subsidiaries party to the Stock Purchase Agreement may consummate the Acquisition; (c) the Borrower or any Subsidiary (other than Allied Finance) may make Permitted Acquisitions; and (d) the Borrower or any Subsidiary (other than Allied Finance) may conduct an Asset Sale otherwise permitted under paragraph (a) above unless (i) of a type not described in this Section 6.06, provided that the Net Cash Proceeds of such Asset Sale shall be applied in the manner set forth under Section 2.13; provided, further, that any sale, transfer or other disposition of assets or stock with a fair market value in excess of $5,000,000 and not otherwise prohibited by this Section 6.06 shall not be permitted unless (A) such sale, transfer or other disposition is for consideration at least 9075% of which is cash, cash and (iiB) such consideration is at least equal to the fair market value of the assets being soldassets, transferred, leased transferred or disposed of and (iii) as determined in good faith by the Net Cash Proceeds board of such Asset Sale are applied as provided in Section 2.10directors or officers of the Borrower).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets of the Borrower (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that (i) the Borrower and any Subsidiary may purchase and sell assets inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (A) any Wholly Owned wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and corporation, (B) any Wholly Owned wholly owned Subsidiary may merge into or consolidate with any other Wholly Owned wholly owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned wholly owned Subsidiary and no Person person other than the Borrower or a Wholly Owned wholly owned Subsidiary receives any consideration of the Borrower and (provided that if any party to any such transaction is a Loan Party, C) the surviving entity of such transaction shall be a Loan Party).Borrower and its Subsidiaries may make Permitted Acquisitions. 76 76 (b) Without the Lender’s approval, make Engage in any Asset Sale not otherwise permitted under paragraph (aprohibited by Section 6.05(a) above unless all of the following conditions are met: (i) such Asset Sale is for the consideration at least 90% of which is cash, (ii) such consideration received is at least equal to the fair market value of the assets being sold, transferred, leased ; (ii) at least 80% of the consideration received is cash or disposed of cash equivalents; and (iii) to the extent applicable, the Net Cash Proceeds of such Asset Sale are applied as provided required by Section 2.13(b). (c) Engage in any Asset Swap not otherwise prohibited by Section 2.106.05(a) unless all of the following conditions are met: (i) such exchange complies with the definition of Asset Swap, (ii) if the fair market value of the assets transferred exceeds $1,000,000 but is less than $25,000,000, the board of directors of the Borrower approves such exchange, (iii) if the fair market value of the assets transferred exceeds $25,000,000, the board of directors of the Borrower approves such exchange and the Borrower secures an appraisal given by an unaffiliated third party in form and substance reasonably satisfactory to the Administrative Agent, (iv) the fair market value of any property or assets received is at least equal to the fair market value of the property or assets so transferred and (v) to the extent applicable, any "boot" or other assets received by the Borrower or any Subsidiary complies with the requirements of paragraph (b) above and the Net Cash Proceeds of such boot or other assets are applied as required by Section 2.13(b).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets of the Company or the Subsidiary Borrower (unless, in the case of the Subsidiary Borrower, the Incremental Tranche A Term Loans have been paid in full) (in each such case, whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests any capital stock of any SubsidiarySubsidiary (except as permitted by Section 6.05(b), below), or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that (i) the Borrower Company and any Subsidiary may purchase and sell assets inventory in the ordinary course of business and business, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (Ax) any Wholly Owned Subsidiary wholly owned subsidiary of the Company may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation and (By) any Wholly Owned wholly owned subsidiary of the Company (other than the Subsidiary Borrower, unless the Incremental Tranche A Term Loans have been paid in full) may merge into or consolidate with any other Wholly Owned Subsidiary wholly owned subsidiary of the Company in a transaction in which the surviving entity is a Wholly Owned Subsidiary wholly owned subsidiary of the Company (and a Loan Party, if the merged subsidiary was a Loan Party) and no Person person other than the Borrower Company or a Wholly Owned Subsidiary wholly owned subsidiary of the Company receives any consideration consideration, (provided that iii) the Acquisition may be consummated, (iv) the Company and the Subsidiaries may make Permitted Acquisitions (including by way of merger of a person or persons into the Company or a Subsidiary), (v) any Subsidiary (other than the Subsidiary Borrower, unless the Incremental Tranche A Term Loans have been paid in full) may be liquidated if any party the assets and liabilities of such Subsidiary have been (or as a result of such liquidation are) assigned to any such transaction and assumed by the Company or another Subsidiary (which must be a Loan Party if the liquidated Subsidiary is a Loan Party) in a manner permitted hereunder, (vi) any Loan Party (other than the surviving entity Company) may sell, transfer, lease or otherwise dispose of (in one transaction or a series of transactions) all or substantially all of the assets of such transaction shall be a Loan Party)Party to another Loan Party and (vii) the Company or any Subsidiary may sell Program Receivables to Finsub, and Finsub may sell Program Receivables pursuant to the Receivables Program Documentation. (b) Without the Lender’s approval, make Engage in any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 9075% of which is cash, (ii) except with respect to Asset Sales of Designated Properties, such consideration is at least equal to the fair market value (as certified by a Responsible Officer of the Company or, in the case of an asset with a fair market value in excess of $20,000,000, determined in good faith by the board of directors of the Company) of the assets being sold, transferred, leased or disposed of and (iii) except with respect to Asset Sales of Designated Properties, the Net Cash Proceeds fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph (b) shall not exceed (i) $50,000,000 in any fiscal year or (ii) $150,000,000 in the aggregate from and after the Original Closing Date, provided that the limitations set forth in this clause (iii) shall not apply to the non-recourse factoring of accounts receivable by Foreign Subsidiaries, provided that the aggregate outstanding amount of accounts receivable (assuming each such account receivable remains outstanding for the number of days provided in the applicable invoice for non-delinquent payment) at any time which have been so factored since the Original Closing Date shall not exceed $50,000,000. Any Asset Sale by a Subsidiary of all or substantially all of its assets and permitted by this Section 6.05 may be effected by a sale of all of the capital stock of such Subsidiary. (c) Engage in any Asset Sale Swap otherwise permitted by Section 6.05(a) unless all of the following conditions are applied as provided met: (i) such exchange complies with the definition of Asset Swap, (ii) if the fair market value of the assets transferred exceeds $25,000,000, the board of directors of the Company approves such exchange and the Company secures an appraisal given by an unaffiliated third party in Section 2.10form and substance reasonably satisfactory to the Administrative Agent, (iii) the fair market value of all assets of the Company and the Subsidiaries transferred pursuant to Asset Swaps since the Original Closing Date shall not exceed $100,000,000 in the aggregate and (iv) the fair market value of any property or assets received is at least equal to the fair market value of the property or assets so transferred.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Personperson, except that (i) the Borrower and any Subsidiary may purchase and sell assets inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, continuing (Ax) any Wholly Owned wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and corporation, (By) any Wholly Owned wholly owned Subsidiary may merge into or consolidate with any other Wholly Owned wholly owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned wholly owned Subsidiary and no Person person other than the Borrower or a Wholly Owned wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party)) and (z) the Borrower and the Subsidiaries may make Permitted Acquisitions and investments and acquisitions permitted under Section 6.04. (b) Without the Lender’s approval, make Engage in any Asset Sale otherwise permitted under paragraph (a) above of this Section unless (i) such Asset Sale is for consideration at least 9075% of which is cashcash and, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the Net Cash Proceeds of such Asset Sale are applied as provided in Section 2.10of.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person, except that (i) the Borrower and any Subsidiary may purchase and sell assets inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (Ax) any Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and corporation, (By) any Wholly Owned Subsidiary may merge into or consolidate with any other Wholly Owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary and no Person other than the Borrower or a Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party)) and (z) the Borrower and the Subsidiaries may make Permitted Acquisitions. The Borrower will not sell, transfer or otherwise dispose of any of the Equity Interests of EnerDel. (b) Without the Lender’s approval, make Make any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 9085% of which is cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the Net Cash Proceeds fair market value of such Asset Sale are applied as provided all assets sold, transferred, leased or disposed of pursuant to this paragraph (b) shall not exceed $5,000,000 in Section 2.10the aggregate.