Common use of Mergers, Consolidations Clause in Contracts

Mergers, Consolidations. Sales and Purchases of Assets. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its property or assets (other than sales and other dispositions of inventory in the ordinary course of business), or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of assets used or useful in the Companies’ business, but not all or substantially all of a person’s assets) of any person, except that: (a) Capital Expenditures shall be permitted to the extent permitted by Section 6.07(c); (i) Asset Sales of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other Asset Sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Companies, taken as a whole, shall be permitted; (ii) any Company shall be permitted to barter obsolete inventory for advertising media and for other ordinary course trade purposes; and (iii) subject to Section 2.10(c), sell, lease or otherwise dispose of any assets, provided that, the aggregate consideration received in respect of all Asset Sales pursuant to this clause (iii) shall not exceed $6.0 million in any four fiscal quarters of Holdings; (c) Investments shall be permitted to the extent permitted by Section 6.03; (d) Holdings and its Subsidiaries may sell Cash Equivalents in the ordinary course of business; (e) Holdings and its Subsidiaries may lease (as lessee or lessor) real or personal property and may guaranty such lease in the ordinary course of business; (f) any Subsidiary may be merged into Borrower (as long as Borrower is the surviving corporation of such merger and remains a Wholly Owned Subsidiary of Holdings) or any other Wholly Owned Subsidiary Guarantor; provided, however, that the Lien on and security interest in such property granted in favor of the Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of Section 5.11; (i) any Loan Party or any Subsidiary thereof (in any case, other than Borrower) may merge, convey, sell, transfer, assign or otherwise dispose of assets to Borrower or any other Loan Party and (ii) Borrower may convey, sell, transfer, assign or otherwise dispose of assets constituting Equity Interests of Designated Subsidiaries and other intangible assets relating to the operations of such Foreign Subsidiary to HIL; (h) Holdings and its Subsidiaries may incur Liens that are not prohibited hereunder; (i) any Non-Guarantor Subsidiary may merge, convey, sell, transfer, assign or otherwise dispose of assets to any Company; (j) Holdings and its Subsidiaries may make Investments pursuant to and in accordance with Section 6.03; (k) licenses and sublicenses by any Company of software, Intellectual Property and other general intangibles in the ordinary course of business and which do not materially interfere with the ordinary conduct of business of such Company; (l) Holdings and its Subsidiaries may settle, release or surrender tort or other litigation claims in the ordinary course of business; (m) any Non-Guarantor Subsidiary and any Immaterial Subsidiary may voluntarily dissolve, liquidate or wind up; and (n) Holdings may sell its capital stock to officers, directors, distributors and employees of Holdings and its Subsidiaries. To the extent the Required Lenders waive the provisions of this Section 6.04 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.04, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and the Agents shall take all actions deemed appropriate to effect the foregoing.

Mergers, Consolidations. Sales of Assets and Purchases of AssetsAcquisitions. Wind up, liquidate Merge into or dissolve its affairs or enter into consolidate with any transaction of merger or consolidationother person, or conveypermit 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 any part of its property or assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Borrower or 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 than sales person or any division, unit or business of any person, except that this Section shall not prohibit: (a) (i) the purchase and other dispositions sale of inventory in the ordinary course of business)business by the Borrower or any Subsidiary, (ii) the acquisition or purchase lease (as lessee pursuant to an operating lease) of any other asset in the ordinary course of business by the Borrower or otherwise acquire any Subsidiary, (iii) the sale of surplus, obsolete, damaged or worn out equipment or other property in one the ordinary course of business by the Borrower or a series any Subsidiary (iv) the sale of related transactions) any part of the property or assets Tractor Trailers (other than purchases pursuant to Permitted Program Affiliate Transactions), which, in the Borrower’s or other acquisitions of assets used any Subsidiary’s reasonable opinion, are, obsolete, uneconomic or no longer useful in the Companies’ conduct of the Borrower’s or such Subsidiary’s business or otherwise require upgrading, or (v) the sale of Permitted Investments in the ordinary course of business; provided, but that with respect to sales of Tractor Trailers sold to a Program Affiliate, such Tractor Trailers shall not all be 137 QDI – A&R Credit Agreement (2014) required to be obsolete, uneconomic or substantially all no longer useful in the conduct of the Borrower’s or such Subsidiary’s business and shall not be subject to the foregoing proviso, so long as the consideration for such sales consists solely of cash and/or a person’s assetspromissory note pledged to the Collateral Agent pursuant to the applicable Collateral Agreement; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any personSubsidiary of the Borrower into (or with) the Borrower in a transaction in which the Borrower is the survivor, except that:(ii) the merger, consolidation or amalgamation or consolidation of any Subsidiary into or with any Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Subsidiary Loan Party and, in the case of each of clauses (i) and (ii), no person other than the Borrower or Subsidiary Loan Party receives any consideration, (iii) the merger or consolidation of any Subsidiary that is not a Subsidiary Loan Party into or with any other Subsidiary that is not a Subsidiary Loan Party, (iv) the liquidation or dissolution or change in form of entity of any Subsidiary (other than the Borrower) if the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders or (v) any Subsidiary may merge, consolidate or amalgamate with any other person in order to effect an Investment permitted pursuant to Section 6.04 so long as the continuing or surviving person shall be a Subsidiary, which shall be a Loan Party if the merging, consolidating or amalgamating Subsidiary was a Loan Party and which together with each of its Subsidiaries shall have complied with the requirements of Section 5.10; (ac) Capital Expenditures sales, transfers, leases or other dispositions to the Borrower or a Subsidiary (upon voluntary liquidation or otherwise); provided, that any sales, transfers, leases or other dispositions by a Loan Party to a Subsidiary that is not a Subsidiary Loan Party in reliance on this paragraph (c) shall be permitted to made in compliance with Section 6.07 and shall (x) be made at a time when the extent Payment Conditions are satisfied or (y) not in the aggregate exceed in any fiscal year of the Borrower, $35.0 million; (d) Sale and Lease-Back Transactions permitted by Section 6.07(c)6.03; (ie) Asset Sales Investments permitted by Section 6.04, Permitted Liens, Restricted Payments permitted by Section 6.06 and purchases and leases permitted by Section 6.10; (f) the sale of used, worn out, obsolete or surplus property by any Company defaulted receivables in the ordinary course of business and the abandonment not as part of an accounts receivables financing transaction; (g) sales, transfers, leases, licenses or other Asset Sale dispositions of Intellectual Property assets not otherwise permitted by this Section 6.05; provided, that is(i) the aggregate gross proceeds (including noncash proceeds) of any or all assets sold, transferred, leased, licensed or otherwise disposed of in reliance upon this paragraph (g) shall not exceed, in any fiscal year of the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Companies$35.0 million, taken as a whole, shall be permitted; (ii) any Company shall be permitted to barter obsolete inventory for advertising media and for other ordinary course trade purposes; no Default or Event of Default exists or would result therefrom and (iii) subject with respect to Section 2.10(c)any such sale, selltransfer, lease or otherwise dispose other disposition with aggregate gross proceeds (including noncash proceeds) in excess of any assets$10.0 million, provided thatimmediately after giving effect thereto, the aggregate consideration received in respect of all Asset Sales pursuant to this clause (iii) shall not exceed $6.0 million in any four fiscal quarters of Holdings; (c) Investments Borrower shall be permitted to the extent permitted by Section 6.03in Pro Forma Compliance; (d) Holdings and its Subsidiaries may sell Cash Equivalents in the ordinary course of business; (e) Holdings and its Subsidiaries may lease (as lessee or lessor) real or personal property and may guaranty such lease in the ordinary course of business; (f) any Subsidiary may be merged into Borrower (as long as Borrower is the surviving corporation of such merger and remains a Wholly Owned Subsidiary of Holdings) or any other Wholly Owned Subsidiary Guarantor; provided, however, that the Lien on and security interest in such property granted in favor of the Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of Section 5.11; (i) any Loan Party or any Subsidiary thereof (in any case, other than Borrower) may merge, convey, sell, transfer, assign or otherwise dispose of assets to Borrower or any other Loan Party and (ii) Borrower may convey, sell, transfer, assign or otherwise dispose of assets constituting Equity Interests of Designated Subsidiaries and other intangible assets relating to the operations of such Foreign Subsidiary to HIL; (h) Holdings and its Subsidiaries may incur Liens that are not prohibited hereunder; (i) any Non-Guarantor Subsidiary may merge, convey, sell, transfer, assign or otherwise dispose of assets to any Company; (j) Holdings and its Subsidiaries may make Investments pursuant to and in accordance with Section 6.03; (k) licenses and sublicenses by any Company of software, Intellectual Property and other general intangibles in the ordinary course of business and which do not materially interfere with the ordinary conduct of business of such Company; (l) Holdings and its Subsidiaries may settle, release or surrender tort or other litigation claims in the ordinary course of business; (m) any Non-Guarantor Subsidiary and any Immaterial Subsidiary may voluntarily dissolve, liquidate or wind up; and (n) Holdings may sell its capital stock to officers, directors, distributors and employees of Holdings and its Subsidiaries. To the extent the Required Lenders waive the provisions of this Section 6.04 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.04, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and the Agents shall take all actions deemed appropriate to effect the foregoing.

Mergers, Consolidations. Sales of Assets and Purchases of AssetsAcquisitions. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property Property or assets (other than sales and other dispositions of inventory in the ordinary course of business)assets, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property Property or assets (other than purchases or other acquisitions of assets used or useful in the Companies’ business, but not all or substantially all of a person’s assets) of any personPerson (or agree to do any of the foregoing at any future time), except that: (a) Capital Expenditures by Borrower and its Subsidiaries shall be permitted to the extent permitted by Section 6.07(c6.08(d); (b) (i) purchases or other acquisitions of inventory, materials, equipment, Real Property and intangible assets in the ordinary course of business (in each case, not constituting Capital Expenditures) shall be permitted, (ii) subject to Section 2.10(c), Asset Sales of used, worn out, obsolete or surplus property Property by any Company in the ordinary course of business and business, the abandonment or other Asset Sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Companies, Companies taken as a whole, and dispositions of assets expressly excluded from the definition of “Asset Sales” shall be permitted; (ii) any Company shall be permitted to barter obsolete inventory for advertising media and for other ordinary course trade purposes; , and (iii) subject to Section 2.10(c), sellthe sale, lease or otherwise dispose other disposal of any assets, assets shall be permitted; provided that, that the aggregate consideration received in respect of all Asset Sales pursuant to this clause (iiib)(iii) shall not exceed $6.0 5.0 million in any four consecutive fiscal quarters of HoldingsBorrower; (c) Permitted Acquisitions and Investments shall in connection with any transaction covered by this Section 6.05 may be permitted made to the extent permitted by Section 6.036.04; (d) Holdings Borrower and its Subsidiaries may sell Cash Equivalents and use cash for purposes that are otherwise permitted by the terms of this Agreement in the ordinary course of business; (e) Holdings Borrower and its Subsidiaries may lease (as lessee or lessor) real or personal property Property and may guaranty such lease lease, in each case, in the ordinary course of businessbusiness and in accordance with the applicable Security Documents; (f) the Transactions shall be permitted as contemplated by the Transaction Documents; (g) any Subsidiary Loan Party may transfer (as a result of a dissolution, liquidation or otherwise) or lease Property to or acquire or lease Property from any Loan Party or any Loan Party may be merged into Borrower or a Wholly Owned Subsidiary (including as a result of the dissolution or liquidation of such Loan Party), as long as Borrower or a Wholly Owned Subsidiary is the surviving corporation of such merger and and, in the case of such Wholly Owned Subsidiary, it remains a Wholly Owned Subsidiary of Holdings) or any other Wholly Owned Subsidiary Guarantor; provided, however, provided that the Lien on and security interest in such property Property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11; (i) any Loan Party 5.11 or any Subsidiary thereof (in any case5.12, other than Borrower) may merge, convey, sell, transfer, assign or otherwise dispose of assets to Borrower or any other Loan Party and (ii) Borrower may convey, sell, transfer, assign or otherwise dispose of assets constituting Equity Interests of Designated Subsidiaries and other intangible assets relating to the operations of such Foreign Subsidiary to HILas applicable; (h) Holdings and any Subsidiary (other than Borrower) that is not a Subsidiary Guarantor may dissolve, liquidate or wind up its Subsidiaries may incur Liens affairs at any time; provided that are such dissolution, liquidation or winding up, as applicable, could not prohibited hereunder;reasonably be expected to have a Material Adverse Effect; and (i) Asset Sales by any Non-Guarantor Subsidiary may merge, convey, sell, transfer, assign or otherwise dispose of assets Company to any Companyother Company shall be permitted; provided that such Asset Sale involving a Subsidiary that it is not a Loan Party shall be otherwise in compliance with Section 6.07; (j) Holdings and its Subsidiaries may make Investments pursuant to and in accordance with Section 6.03; (k) licenses and sublicenses by any Company discounts or forgiveness of software, Intellectual Property and other general intangibles account receivables in the ordinary course of business and which do or in connection with collection or compromise thereof shall be permitted provided, the account debtor is not materially interfere with an Affiliate; (k) Permitted Liens (to the ordinary conduct extent constituting a conveyance of business of such CompanyProperty) shall be permitted; (l) Holdings and its Subsidiaries may settle, release or surrender tort or other litigation claims the sale of Inventory in the ordinary course of businessbusiness shall be permitted; (m) the surrender or resale to the issuer of Equity Interests of a Person that is not a Loan Party that are owned by any Non-Guarantor Subsidiary and Company having a value of not greater than $500,000 in the aggregate shall be permitted with the prior consent (not to be unreasonably withheld or delayed) of the Administrative Agent; (n) subject to Section 2.10(f), any Immaterial Subsidiary may voluntarily dissolve, liquidate or wind upreplacement of Property subject to a Casualty Event; and (no) Holdings may sell its capital stock dispositions of Property subject to officersany sale and leaseback transactions permitted under Section 6.03, directorsso long as both immediately prior to any such transaction and, distributors and employees of Holdings and its Subsidiaries. on a pro forma basis, immediately after any such transaction, Total Liquidity shall be no less than $15.0 million To the extent the Required Lenders waive the provisions of this Section 6.04 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.046.05, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and the Agents shall take all actions deemed appropriate in order to effect the foregoing.

Mergers, Consolidations. Sales of Assets and Purchases of AssetsAcquisitions. Wind No Company will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidationconsolidation (other than solely to change the jurisdiction of incorporation (to the extent done in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any material part of its business, property or assets (other than sales and other dispositions of inventory in the ordinary course of business)assets, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of assets used or useful in the Companies’ business, but not all or substantially all the business, property or fixed assets of, or stock or other evidence of a person’s assets) beneficial ownership of, any person or any division or line of business of any personperson (or agree to do any of the foregoing at any future time), except that: (a) Maintenance Capital Expenditures by Borrower and the Subsidiaries shall be permitted to the extent permitted by Section 6.07(c)10.08(e) and Strategic Capital Expenditures shall be permitted; (i) Asset Sales of used, worn out, obsolete or surplus property Property by any Company in the ordinary course of business and the abandonment or other Asset Sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Companies, Companies taken as a whole, whole shall be permitted; provided, however, that in each case the proceeds thereof shall be reinvested in the business of a Company within one year of such Asset Sale, (ii) any Company sales which would otherwise constitute Asset Sales but for the dollar thresholds contained in the definition of Asset Sales shall be permitted to barter obsolete inventory for advertising media and for other ordinary course trade purposes; and (iii) subject to Section 2.10(c)and events described in clauses (w) through (z) of the definition of Asset Sale; (c) so long as no Default then exists or would arise therefrom, sell, lease or otherwise dispose of any assets, provided that, Asset Sale for fair market value shall be permitted so long as the aggregate consideration received in respect of gross proceeds from all Asset Sales since the Closing Date pursuant to this clause (iiic) shall do not exceed $6.0 million 5.0 million; provided, however, that the Net Available Proceeds therefrom shall be applied as specified in any four fiscal quarters of HoldingsSection 2.10(a)(iv); (cd) Investments shall may be permitted made to the extent permitted by Section 6.0310.04; (de) Holdings Borrower and its the Subsidiaries may sell Cash Equivalents in the ordinary course of business; (ef) Holdings each of Borrower and its the Subsidiaries may lease (as lessee or lessor) real or personal property and may guaranty such lease in the ordinary course of business; (fg) the Transactions shall be permitted as contemplated by the Transaction Documents; and (h) Borrower or any Wholly Owned Subsidiary that is a Guarantor may transfer property or lease to or acquire or lease property from Borrower or any other Wholly Owned Subsidiary that is a Guarantor or any Wholly Owned Subsidiary that is a Guarantor may be merged into Borrower (as long as Borrower is the surviving corporation of such merger and remains as a Wholly Owned Subsidiary of Holdings) or any other Wholly Owned Subsidiary that is a Guarantor; provided, however, that the Lien on and security interest in such property granted in favor of the Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of Section 5.11; (i) any Loan Party or any Subsidiary thereof (in any case, other than Borrower) may merge, convey, sell, transfer, assign or otherwise dispose of assets to Borrower or any other Loan Party and (ii) Borrower may convey, sell, transfer, assign or otherwise dispose of assets constituting Equity Interests of Designated Subsidiaries and other intangible assets relating to the operations of such Foreign Subsidiary to HIL; (h) Holdings and its Subsidiaries may incur Liens that are not prohibited hereunder; (i) any Non-Guarantor Subsidiary may merge, convey, sell, transfer, assign or otherwise dispose of assets to any Company; (j) Holdings and its Subsidiaries may make Investments pursuant to and in accordance with Section 6.03; (k) licenses and sublicenses by any Company of software, Intellectual Property and other general intangibles in the ordinary course of business and which do not materially interfere with the ordinary conduct of business of such Company; (l) Holdings and its Subsidiaries may settle, release or surrender tort or other litigation claims in the ordinary course of business; (m) any Non-Guarantor Subsidiary and any Immaterial Subsidiary may voluntarily dissolve, liquidate or wind up; and (n) Holdings may sell its capital stock to officers, directors, distributors and employees of Holdings and its Subsidiaries. To the extent the Required Lenders waive the provisions of this Section 6.04 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.04, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and the Agents shall take all actions deemed appropriate to effect the foregoing10.

Mergers, Consolidations. Sales of Assets and Purchases of AssetsAcquisitions. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property Property or assets (other than sales and other dispositions of inventory in the ordinary course of business)assets, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property Property or assets (other than purchases or other acquisitions of assets used or useful in the Companies’ business, but not all or substantially all of a person’s assets) of any personPerson (or agree to do any of the foregoing at any future time), except that: (a) Capital Expenditures (i) purchases or other acquisitions of inventory, materials, minerals, coal reserves, surface or other real estate, fixed assets, equipment and intangible assets in the ordinary course of business shall be permitted to permitted, (ii) the extent permitted by Section 6.07(c); sale of the Eastman Facility Assets and the Westvaco Facility Assets shall be pexxxxxxx provided that such sales shall be for fair market value, (iiii) Asset Sales of used, worn out, obsolete or surplus property Property (other than mineral rights and reserves which may be surplus or non-strategic) by any Company in the ordinary course of business business, interim arrangements of the type described in clause (iii) of Section 6.03, and the abandonment or other Asset Sale of Intellectual Property that is, in the reasonable judgment of the Administrative Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Companies, Companies taken as a whole, shall be permitted; (ii) any Company whole shall be permitted to barter obsolete inventory for advertising media and for other ordinary course trade purposes; and (iiiiv) subject to Section 2.10(c), sellother Asset Sales (excluding sales of accounts receivable of the Borrowers) not otherwise referred to herein shall be permitted; provided that (A) no Default exists at the time of and after giving effect to such Asset Sale, lease (B) such Asset Sale is for fair market value, (C) with respect to Asset Sales of Property constituting Collateral, 75% of the proceeds of such Asset Sale consist of cash or otherwise dispose of any assets, provided that, the Cash Equivalents and (D) aggregate consideration received in respect of all Asset Sales pursuant to this clause (iiia)(iv) shall not exceed $6.0 30 million in any four consecutive fiscal quarters of Holdings; (cb) Investments shall in connection with any such transaction may be permitted made to the extent permitted by Section 6.036.04; (dc) Holdings each Borrower and its Subsidiaries may sell Cash Equivalents and use cash for purposes that are otherwise permitted by the terms of this Agreement in the ordinary course of business; (ed) Holdings each Borrower and its Subsidiaries may grant licenses or easements with respect to and lease or subleases (as lessee or lessor) real or personal property Property or coal, oil or gas reserves and may guaranty such lease lease, in each case, in the ordinary course of businessbusiness and in accordance with the applicable Security Documents; (e) each Borrower and its Subsidiaries may consummate Permitted Acquisitions; (f) any Subsidiary Loan Party may transfer Property or lease to or acquire or lease Property from any Loan Party or any Company may be merged into Borrower any Loan Party or any Wholly-Owned Subsidiary (as long as Borrower such Loan Party or such Wholly-Owned Subsidiary is the surviving corporation of such merger and and, in the case of such Wholly-Owned Subsidiary, remains a Wholly Owned Subsidiary of Holdings) or any other Wholly Owned Subsidiary Guarantor); provided, however, provided that the Lien on and security interest in such property Property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.115.11 or 5.12, as applicable; (g) any Subsidiary (other than a Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; 106 (h) Asset Sales by any Company to any other Company shall be permitted; provided that such Asset Sale involving a Subsidiary that it is not a Loan Party shall be otherwise in compliance with this Section 6.05; (i) any Loan Party discounts or any Subsidiary thereof (in any case, other than Borrower) may merge, convey, sell, transfer, assign or otherwise dispose forgiveness of assets to Borrower or any other Loan Party and (ii) Borrower may convey, sell, transfer, assign or otherwise dispose of assets constituting Equity Interests of Designated Subsidiaries and other intangible assets relating to the operations of such Foreign Subsidiary to HIL; (h) Holdings and its Subsidiaries may incur Liens that are not prohibited hereunder; (i) any Non-Guarantor Subsidiary may merge, convey, sell, transfer, assign or otherwise dispose of assets to any Company; (j) Holdings and its Subsidiaries may make Investments pursuant to and in accordance with Section 6.03; (k) licenses and sublicenses by any Company of software, Intellectual Property and other general intangibles account receivables in the ordinary course of business and which do or in connection with collection or compromise thereof shall be permitted provided the account debtor is not materially interfere an Affiliate; (j) Permitted Liens (to the extent constituting a conveyance of Property) shall be permitted; (k) Loan Parties may merge with or into any other Loan Party so long as any Borrower is the ordinary conduct of business of surviving entity in a merger with such Company;Borrower; and (l) Holdings sale of non strategic coal reserves up to $5 million during any fiscal year and its Subsidiaries may settleexchanges of coal, release or surrender tort or other litigation claims oil and gas reserves in the ordinary course course; provided that no Default exists at the time of business; (m) any Non-Guarantor Subsidiary and any Immaterial Subsidiary may voluntarily dissolve, liquidate or wind up; and (n) Holdings may sell its capital stock after giving effect to officers, directors, distributors such sale and employees 75% of Holdings the proceeds of such sale consist of cash and its SubsidiariesCash Equivalents. To the extent the Required Lenders waive the provisions of this Section 6.04 6.05 with respect to the sale of any Collateral, or any Collateral is sold sold, subject to Section 11.02(b)(vii), as permitted by this Section 6.046.05, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and the Agents Administrative Agent and the Collateral Agent shall take all actions deemed appropriate in order to effect the foregoing.

Mergers, Consolidations. Sales of Assets and Purchases of Assets. Wind up, liquidate Acquisitions. (a) Merge into or dissolve its affairs or enter into consolidate with any transaction of merger or consolidationother person, or conveypermit 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 any part of substantially all its property or assets (other than sales and other dispositions whether now owned or hereafter acquired) or any of inventory in the ordinary course Equity Interests of business)any subsidiary owned by it, or purchase purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all or any substantial part of the property assets of any other person, except that if at the time thereof and immediately after giving effect thereto no Default or assets Event of Default shall have occurred and be continuing (x) any wholly-owned Subsidiary (other than purchases or other acquisitions of assets used or useful in the Companies’ business, but not Corel Subsidiary) may transfer all or substantially all of its assets to or merge into a person’s assetsBorrower in a transaction in which such Borrower is the surviving corporation, (y) any wholly-owned Subsidiary may transfer all or substantially all of its assets to or merge into or consolidate with any personother wholly-owned Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and no person other than a Borrower or a wholly-owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Grantor Loan Party or Loan Party, except that:the surviving entity of such transaction shall be a Grantor Loan Party or Loan Party, respectively) and (z) the Borrowers and the Subsidiaries may make Permitted Acquisitions. (ab) Capital Expenditures shall be permitted to the extent permitted by Section 6.07(c); Engage in any Asset Sale unless (i) Asset Sales of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other such Asset Sale is for consideration at least 75% of Intellectual Property that iswhich is cash, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Companies, taken as a whole, shall be permitted; (ii) any Company shall be permitted such consideration is at least equal to barter obsolete inventory for advertising media and for other ordinary course trade purposes; the fair market value of the assets being sold, transferred, leased or disposed of and (iii) subject the fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph shall not exceed $10,000,000 in any fiscal year, provided that (x) the Borrower shall provide prior written notice to the Administrative Agent in connection with any Asset Sales if the fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph exceeds $5,000,000 in any fiscal year and (y) the Net Cash Proceeds of any such Asset Sales are applied as set forth in Section 2.10(c)2.24, provided further that the Borrower shall not, nor will it cause or permit any Subsidiary to, sell, lease transfer or otherwise dispose of any assets, provided that, the aggregate consideration received in respect of all Asset Sales pursuant to this clause (iii) shall not exceed $6.0 million in any four fiscal quarters of Holdings; (c) Investments shall be permitted to the extent permitted by Section 6.03; (d) Holdings and its Subsidiaries may sell Cash Equivalents in the ordinary course of business; (e) Holdings and its Subsidiaries may lease (as lessee or lessor) real or personal property and may guaranty such lease in the ordinary course of business; (f) any Subsidiary may be merged into Borrower (as long as Borrower is the surviving corporation of such merger and remains a Wholly Owned Subsidiary of Holdings) or any other Wholly Owned Subsidiary Guarantor; provided, however, that the Lien on and security interest in such property granted in favor of the Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of Section 5.11; (i) any Loan Party or any Subsidiary thereof (in any case, other than Borrower) may merge, convey, sell, transfer, assign or otherwise dispose of assets to Borrower or any other Loan Party and (ii) Borrower may convey, sell, transfer, assign or otherwise dispose of assets constituting Equity Interests of Designated Subsidiaries and other intangible assets relating to the operations of such Foreign Subsidiary to HIL; (h) Holdings and its Subsidiaries may incur Liens that are not prohibited hereunder; (i) any Non-Guarantor Subsidiary may merge, convey, sell, transfer, assign or otherwise dispose of assets to any Company; (j) Holdings and its Subsidiaries may make Investments pursuant to and in accordance with Section 6.03; (k) licenses and sublicenses by any Company of software, Intellectual Property and other general intangibles in the ordinary course of business and which do not materially interfere with the ordinary conduct of business of such Company; (l) Holdings and its Subsidiaries may settle, release or surrender tort or other litigation claims in the ordinary course of business; (m) any Non-Guarantor Subsidiary and any Immaterial Subsidiary may voluntarily dissolve, liquidate or wind up; and (n) Holdings may sell its capital stock to officers, directors, distributors and employees of Holdings and its Subsidiaries. To the extent the Required Lenders waive the provisions of this Section 6.04 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.04, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and the Agents shall take all actions deemed appropriate to effect the foregoingKey Software Program.