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

Mergers, Consolidations, Sales of Assets. (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or consummate an Asset Sale (other than Restricted Payments permitted under Section 6.06 to the extent constituting dispositions), except for (i) any Regulated Insurance Subsidiary may (x) enter into any Insurance Contract, Reinsurance Agreement or Retrocession Agreement in the ordinary course of business in accordance with its normal underwriting, indemnity and retention policies, provided that any counterparty to any such Reinsurance Agreement or Retrocession Agreement shall have an A.M. Best financial strength rating of B++ (or equivalent rating level if A.M. Best changes its ratings methodology or designations) or better, unless such counterparty’s obligations under such Reinsurance Agreement or Retrocession Agreement are collateralized by irrevocable letters of credit and/or a trust or similar arrangement containing cash and/or marketable securities with an average quality rating of B++ (or its equivalent) or better of which the applicable Regulated Insurance Subsidiary is the beneficiary, and (y) dispose of any assets in its investment portfolio, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (1) the merger or consolidation of any Wholly Owned Subsidiary into or with the Borrower in a transaction in which the Borrower is the surviving corporation and (2) the merger or consolidation of any Wholly Owned Subsidiary (other than any Regulated Insurance Subsidiary) into or with any other Wholly Owned Subsidiary (other than any Regulated Insurance 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) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary), (iii) any Wholly Owned Regulated Insurance Subsidiary may merge into or consolidate with any other Wholly Owned Regulated Insurance Subsidiary, (iv) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party. (b) Engage in any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 80% of which is cash (and no portion of the remaining consideration shall be in the form of Indebtedness of the Borrower or any Subsidiary), (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 fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph (b)(x) shall not exceed $1,000,000 in the aggregate. Notwithstanding anything to the contrary contained herein, the Borrower or any Subsidiary may consummate (i) any Asset Sale otherwise permitted under paragraph (a) above in which the non-cash portion of the consideration for such Asset Sale is in the form of Indebtedness of the applicable purchaser made in favor of the Borrower or any Subsidiary and exceeds 20% of the total consideration for such Asset Sale solely to the extent such non-cash portion does not exceed $1,000,000 and (ii) the Retail Sale.

Mergers, Consolidations, Sales of Assets. (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or consummate an Asset engage in any Sale (other than Restricted Payments permitted under Section 6.06 to the extent constituting dispositions), except for (i) any Regulated Insurance Subsidiary may (x) enter into any Insurance Contract, Reinsurance Agreement or Retrocession Agreement in the ordinary course of business in accordance with its normal underwriting, indemnity and retention policies, provided that any counterparty to any such Reinsurance Agreement or Retrocession Agreement shall have an A.M. Best financial strength rating of B++ (or equivalent rating level if A.M. Best changes its ratings methodology or designations) or better, unless such counterparty’s obligations under such Reinsurance Agreement or Retrocession Agreement are collateralized by irrevocable letters of credit and/or a trust or similar arrangement containing cash and/or marketable securities with an average quality rating of B++ (or its equivalent) or better of which the applicable Regulated Insurance Subsidiary is the beneficiary, and (y) dispose of any assets in of its investment portfolioAssets; except that, (ii) if at the time thereof and immediately so long as no Default or Event of Default is continuing or would exist after giving effect thereto no Event thereto, the following shall be permitted: (A) Borrower or (B) any sale, transfer or other disposition by any wholly-owned Restricted Subsidiary of Default the Borrower of any Assets to the Borrower or Default shall have occurred and be continuingany other wholly-owned Restricted Subsidiary of the Borrower; provided, that (1) the merger or consolidation Agent is satisfied that none of any Wholly Owned Subsidiary into or with the Collateral Trustee's Liens on the Assets of the Borrower or any Restricted Subsidiary would become impaired, unperfected or unenforceable in a transaction in which the Borrower is the surviving corporation any respect, and (2) the merger or consolidation Agent is satisfied that all appropriate consents and approvals of any Wholly Owned Subsidiary Governmental Authorities (other than including the FCC) have been obtained, and copies of all such consents and approvals have been delivered to the Agent; (ii) any Regulated Insurance Subsidiary) into or with any other Wholly Owned Subsidiary (other than any Regulated Insurance 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) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary), Permitted Sale; and (iii) any Wholly Owned Regulated Insurance Subsidiary may merge into or consolidate other sale of any Assets by any Principal Company; provided, that: (A) the total consideration (taking appropriate account of any tax benefits associated with any other Wholly Owned Regulated Insurance Subsidiary, sale in which such Principal Company obtains tax certificates issued by the FCC) payable to or receivable by the Principal Companies in connection with such sale (iv1) is an amount not less than the fair value of the Assets sold and (2) consists of at least 90% cash which is (x) payable at the closing of such sale or (y) held in a post-closing escrow account as security for indemnity obligations; (B) the aggregate annual Consolidated EBITDA attributable to all Assets sold by the Principal Companies during any Subsidiary that is Reference Period ending after the Effective Date (determined separately for each sale of Assets based upon Consolidated EBITDA attributable to such Assets for the Reference Period ending most recently prior to the date of sale) shall not a Loan Party may merge or consolidate with or into exceed ten percent (10%) of the Consolidated EBITDA of the Principal Companies for such Reference Period (determined without regard to any other Subsidiary that is sales of Assets during such Reference Period); and (C) the aggregate annual Consolidated EBITDA attributable to all Assets sold by the Principal Companies during the period commencing on the Effective Date and ending on the last day of any Reference Period ending thereafter (determined separately for each sale of Assets based upon Consolidated EBITDA attributable to such Assets for the Reference Period ending most recently prior to the date of sale) shall not a Loan Partyexceed twenty-five percent (25%) of the Consolidated EBITDA of the Principal Companies for such Reference Period (determined without regard to any sales of Assets during such Reference Period). (b) Engage Change the corporate (or the company equivalent) structure or organization of the Principal Companies from that set forth in Schedule 9.3, provided, however, that any Asset Sale otherwise Principal Company may (x) make a Permitted Acquisition, (y) be party to an intercompany merger permitted under paragraph by Subsection 9.3(a)(i), and (az) above unless form one or more wholly-owned Restricted Subsidiaries so long as: (i) the Borrower or such Asset Sale is for consideration Restricted Subsidiary shall notify the Agent and the Collateral Trustee at least 80% ten (10) days prior to the formation or acquisition of such Restricted Subsidiary; 90 -82- (ii) each such new Restricted Subsidiary executes and delivers to the Agent and the Lenders (A) an accession agreement, in form and substance satisfactory to the Agent, pursuant to which is cash such Restricted Subsidiary (1) becomes a party to this Agreement as a Principal Company and no portion as a Guarantor, becomes a party to the Borrower Subsidiary Security Agreement as a "Borrower Subsidiary", becomes a party to the Indemnity, Contribution and Subrogation Agreement as a "Borrower Affiliated Company", and becomes a party to any other Loan Document as the Agent may reasonably request, and (2) agrees to perform and observe all of the remaining consideration obligations and covenants (including all obligations and covenants contained in Article VI hereof) of a Principal Company and a Guarantor hereunder, of a "Borrower Subsidiary" under the Borrower Subsidiary Security Agreement, of a "Borrower Affiliated Company" under the Indemnity, Contribution and Subrogation Agreement, and of the appropriate party under any other Loan Document to which it becomes a party and (B) any Intellectual Property Security Agreement, as applicable; (iii) all of the outstanding Capital Stock of such new Restricted Subsidiary shall be pledged to the Collateral Trustee, for the ratable benefit of the Agent and the Lenders, pursuant to (A) a stock pledge agreement substantially in the form of Indebtedness of the Borrower Stock Pledge Agreement or any Subsidiary), (iiB) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of, and (iii) the fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph (b)(x) shall not exceed $1,000,000 in the aggregate. Notwithstanding anything to the contrary contained herein, the Borrower or any Subsidiary may consummate (i) any Asset Sale otherwise permitted under paragraph (a) above in which the non-cash portion of the consideration for such Asset Sale is a membership interest pledge agreement substantially in the form of Indebtedness the Lakefront Membership Interest Pledge Agreement, as applicable; (iv) such new Restricted Subsidiary shall otherwise grant a security interest in all of its Assets of the applicable purchaser made type described in the Borrower Subsidiary Security Agreement to the Collateral Trustee as security for all the Obligations and shall make all filings, recordings and take such other actions (including the filing of financing statements and the filing of Intellectual Property Security Agreements, in form and substance satisfactory to the Agent, in the United States Patent and Trademark Office or the United States Copyright Office with respect to any Material Intellectual Property) required by the Agent or the Collateral Trustee in order to create, in favor of the Borrower or any Subsidiary and exceeds 20% Collateral Trustee, a perfected first-priority Lien on all of such Assets of the total consideration for new Restricted Subsidiary (other than Assets of the type listed on Schedule 4.4(a)) and all of the Capital Stock of such Asset Sale solely new Restricted Subsidiary; and (v) such new Restricted Subsidiary shall grant a security interest in and mortgage on its owned Material Real Property pursuant to a mortgage on such Assets in form and substance satisfactory to the extent Agent and the Collateral Trustee, which mortgage shall be filed of record promptly after such non-cash portion does new Restricted Subsidiary is formed and ALTA mortgagee policies of title insurance covering such Material Real Property and issued by title insurance companies satisfactory to the Agent, with proof of payment of all fees and premiums of such policy; provided, further that the amount, form and substance of each such mortgage title insurance policy shall be satisfactory to the Agent and each such title insurance policy shall contain no Schedule B preprinted exceptions (other than for taxes not exceed $1,000,000 yet due and payable and matters which would be disclosed by a current survey of the property) and shall contain no exceptions for coverage other than for Liens which the Agent reasonably determines are permitted liens; and 91 -83- (iic) form one or more Unrestricted Subsidiaries, so long as the Retail SalePrincipal Companies shall have complied with the provisions of Section 1.3.

Mergers, Consolidations, Sales of Assets. (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or consummate an Asset Sale (other than Restricted Payments permitted under Section 6.06 to the extent constituting dispositions), except for (i) any Regulated Insurance Subsidiary may (x) enter into any Insurance Contract, Reinsurance Agreement or Retrocession Agreement in the ordinary course of business in accordance with its normal underwriting, indemnity and retention policies, provided that any counterparty to any such Reinsurance Agreement or Retrocession Agreement shall have an A.M. Best financial strength rating of B++ (or equivalent rating level if A.M. Best changes its ratings methodology or designations) or better, unless such counterparty’s obligations under such Reinsurance Agreement or Retrocession Agreement are collateralized by irrevocable letters of credit and/or a trust or similar arrangement containing cash and/or marketable securities with an average quality rating of B++ (or its equivalent) or better of which the applicable Regulated Insurance Subsidiary is the beneficiary, and (y) dispose of any assets in its investment portfolio, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (1) the merger or consolidation of any Wholly Owned Subsidiary into or with the Borrower in a transaction in which the Borrower is the surviving corporation and (2) the merger or consolidation of any Wholly Owned Subsidiary (other than any Regulated Insurance Subsidiary) into or with any other Wholly Owned Subsidiary (other than any Regulated Insurance 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) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary), (iii) any Wholly Owned Regulated Insurance Subsidiary may merge into or consolidate with any other Wholly Owned Regulated Insurance Subsidiary, (iv) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party. (b) Engage in any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 80% of which is cash (and no portion of the remaining consideration shall be in the form of Indebtedness of the Borrower or any Subsidiary), (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 fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph (b)(x) shall not exceed $1,000,000 1,200,000 in the aggregate. Notwithstanding anything to the contrary contained herein, the Borrower or any Subsidiary may consummate (i) any Asset Sale otherwise permitted under paragraph (a) above in which the non-cash portion of the consideration for such Asset Sale is in the form of Indebtedness of the applicable purchaser made in favor of the Borrower or any Subsidiary and exceeds 20% of the total consideration for such Asset Sale solely to the extent such non-cash portion does not exceed $1,000,000 1,200,000 and (ii) the Retail Sale.

Mergers, Consolidations, Sales of Assets. (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate engage in any Sale of any of its Assets; EXCEPT THAT, so long as no Default or dissolveEvent of Default is continuing or would exist after giving effect thereto, the following shall be permitted: (A) any merger of any wholly-owned Restricted Subsidiary of the Borrower with and into the Borrower or consummate an Asset Sale any other wholly-owned Restricted Subsidiary of the Borrower or (B) any sale, transfer or other than disposition by any wholly-owned Restricted Payments permitted under Section 6.06 Subsidiary of the Borrower of any Assets to the extent constituting dispositions)Borrower or any other wholly-owned Restricted Subsidiary of the Borrower; PROVIDED, except for that (i1) the Agent is satisfied that none of the Collateral Trustee's Liens on the Assets of the Borrower or any Restricted Subsidiary would become impaired, unperfected or unenforceable in any respect, and (2) the Agent is satisfied that all appropriate consents and approvals of any Governmental Authorities (including the FCC) have been obtained, and copies of all such consents and approvals have been delivered to the Agent; 102 94 (ii) any Regulated Insurance Subsidiary Permitted Sale; and (iii) any other sale of any Assets by any Principal Company; provided, that: (A) the total consideration (taking appropriate account of any tax benefits associated with any sale in which such Principal Company obtains tax certificates issued by the FCC) payable to or receivable by the Principal Companies in connection with such sale (1) is an amount not less than the fair value of the Assets sold and (2) consists of at least 90% cash which is (x) payable at the closing of such sale or (y) held in a post-closing escrow account as security for indemnity obligations; (B) the aggregate annual Consolidated EBITDA attributable to all Assets sold by the Principal Companies during any Reference Period ending after the Effective Date (determined separately for each sale of Assets based upon Consolidated EBITDA attributable to such Assets for the Reference Period ending most recently prior to the date of sale) shall not exceed ten percent (10%) of the Consolidated EBITDA of the Principal Companies for such Reference Period (determined without regard to any sales of Assets during such Reference Period); and (C) the aggregate annual Consolidated EBITDA attributable to all Assets sold by the Principal Companies during the period commencing on the Effective Date and ending on the last day of any Reference Period ending thereafter (determined separately for each sale of Assets based upon Consolidated EBITDA attributable to such Assets for the Reference Period ending most recently prior to the date of sale) shall not exceed twenty-five percent (25%) of the Consolidated EBITDA of the Principal Companies for such Reference Period (determined without regard to any sales of Assets during such Reference Period). (b) Change the corporate structure or organization of the Principal Companies from that set forth in SCHEDULE 9.3, PROVIDED, HOWEVER, that Principal Company may (x) enter into any Insurance Contract, Reinsurance Agreement or Retrocession Agreement in the ordinary course of business in accordance with its normal underwriting, indemnity and retention policies, provided that any counterparty to any such Reinsurance Agreement or Retrocession Agreement shall have an A.M. Best financial strength rating of B++ (or equivalent rating level if A.M. Best changes its ratings methodology or designations) or better, unless such counterparty’s obligations under such Reinsurance Agreement or Retrocession Agreement are collateralized by irrevocable letters of credit and/or make a trust or similar arrangement containing cash and/or marketable securities with an average quality rating of B++ (or its equivalent) or better of which the applicable Regulated Insurance Subsidiary is the beneficiaryPermitted Acquisition, and (y) dispose form one or more wholly-owned Restricted Subsidiaries so long as: (i) the Borrower or such Restricted Subsidiary shall notify the Agent and the Collateral Trustee at least ten (10) days prior to the formation or acquisition of any assets in its investment portfolio, such Restricted Subsidiary; (ii) if at each such new Restricted Subsidiary executes and delivers to the time thereof Agent and immediately after giving effect thereto no Event of Default or Default shall have occurred the Lenders (A) an accession agreement, in form and be continuingsubstance satisfactory to the Agent, pursuant to which such Restricted Subsidiary (1) the merger or consolidation of any Wholly Owned Subsidiary into or with becomes a party to this Agreement as a Principal Company and as a Guarantor, becomes a party to the Borrower in Subsidiary Security Agreement as a transaction in which 103 95 "Borrower Subsidiary", becomes a party to the Indemnity, Contribution and Subrogation Agreement as a "Borrower is Affiliated Company", and becomes a party to any other Loan Document as the surviving corporation Agent may reasonably request, and (2) agrees to perform and observe all of the merger or consolidation obligations and covenants (including all obligations and covenants contained in ARTICLE VI hereof) of any Wholly Owned a Principal Company and a Guarantor hereunder, of a "Borrower Subsidiary" under the Borrower Subsidiary (other than any Regulated Insurance Subsidiary) into or with Security Agreement, of a "Borrower Affiliated Company" under the Indemnity, Contribution and Subrogation Agreement, and of the appropriate party under any other Wholly Owned Subsidiary (other than any Regulated Insurance Subsidiary) in Loan Document to which it becomes 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) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic SubsidiaryBorrower Subsidiary Trademark Security Agreement, the surviving entity of such transaction shall be a Domestic Subsidiary), if applicable; (iii) any Wholly Owned Regulated Insurance Subsidiary may merge into or consolidate with any other Wholly Owned Regulated Insurance Subsidiary, (iv) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party. (b) Engage in any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 80% of which is cash (and no portion all of the remaining consideration outstanding shares of capital stock of such new Restricted Subsidiary shall be pledged to the Collateral Trustee, for the ratable benefit of the Agent and the Lenders, pursuant to a stock pledge agreement substantially in the form of Indebtedness the Borrower Stock Pledge Agreement; (iv) such new Restricted Subsidiary shall otherwise grant a security interest in all of its Assets of the type described in the Borrower or any Subsidiary), (ii) such consideration is at least equal Subsidiary Security Agreement to the fair market value Collateral Trustee as security for all the Obligations and shall make all filings, recordings and take such other actions (including the filing of financing statements and the assets being soldfiling of Intellectual Property Security Agreements, transferredin form and substance satisfactory to the Agent, leased or disposed of, and (iii) the fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph (b)(x) shall not exceed $1,000,000 in the aggregate. Notwithstanding anything United States Patent and Trademark Office or the United States Copyright Office with respect to any Material Intellectual Property) required by the contrary contained hereinAgent or the Collateral Trustee in order to create, the Borrower or any Subsidiary may consummate (i) any Asset Sale otherwise permitted under paragraph (a) above in which the non-cash portion of the consideration for such Asset Sale is in the form of Indebtedness of the applicable purchaser made in favor of the Borrower or any Subsidiary and exceeds 20% Collateral Trustee, a perfected first-priority Lien on all of such Assets of the total consideration for new Restricted Subsidiary (other than Assets of the type listed on SCHEDULE 4.4(a)) and all of the Capital Stock of such Asset Sale solely new Restricted Subsidiary; and (v) such new Restricted Subsidiary shall grant a security interest in and mortgage on its owned Material Real Property pursuant to a mortgage on such Assets in form and substance satisfactory to the extent Agent and the Collateral Trustee, which mortgage shall be filed of record promptly after such nonnew Restricted Subsidiary is formed and ALTA mortgagee policies of title insurance covering such Material Real Property and issued by title insurance companies satisfactory to the Agent, with proof of payment of all fees and premiums of such policy; provided, further that the amount, form and substance of each such mortgage title insurance policy shall be satisfactory to the Agent and each such title insurance policy shall contain no Schedule D preprinted exceptions (other than for taxes not yet due and payable and matters which would be disclosed by a current survey of the property) and shall contain no exceptions for coverage other than for Liens which the Agent reasonably determines are permitted liens; and (c) After consummation of the KAVU-cash portion does not exceed $1,000,000 and TV Acquisition, the transfer of the assets of radio station KNAL (ii) the Retail SaleAM), licensed to Victoria, Texas, by Saga Broadcast to Bible Broadcasting Network, Inc., pursuant to that certain Donation Agreement dated as of September 4, 1998.