Common use of Mergers, Sale of Assets, etc Clause in Contracts

Mergers, Sale of Assets, etc. Without the prior written consent of the Purchaser Representative, except as permitted by Section 7.02(f)(ix), merge or consolidate with any Person, or sell, assign, lease or otherwise dispose of or voluntarily part with the control of (whether in one transaction or in a series of transactions) any of its assets (whether now owned or hereinafter acquired) or permit any Subsidiary to do so, except that (1) any Significant Subsidiary may merge into or consolidate with or transfer assets to any other Significant Subsidiary, (2) any Significant Subsidiary may merge into or transfer assets to the Company and (3) the Company or any Subsidiary may sell, assign, lease or otherwise dispose of (i) inventory in the ordinary course of business, (ii) equipment that is no longer used or useful in the Company’s or any of its Subsidiaries’ business or that is physically obsolete, provided that the proceeds thereof are used first to reduce outstanding Senior Debt, if any, and then to reduce other outstanding Indebtedness, (iii) sales of equipment the proceeds of which are applied within thirty (30) days of such sale to the purchase of replacement equipment with like value and function and (iv) other sales of assets in any given year which have a fair market value of less than one million dollars ($1,000,000) in the aggregate provided that the proceeds from such dispositions are applied first to reduce outstanding Senior Debt, if any, and then to reduce other outstanding Indebtedness; provided however that if an Event of Default shall have occurred and shall not have been rescinded or annulled pursuant to Section 8.02, proceeds received by the Company pursuant to (ii) or (iv) above are applied first to reduce outstanding Senior Debt, if any, and then applied to repay the Notes pursuant to Section 2.06(c).

Mergers, Sale of Assets, etc. Without the prior written consent Qualified Approval of the Purchaser Representative, except as permitted by Section 7.02(f)(ix)Board of Directors, merge or consolidate with any Person, or sell, assign, lease or otherwise dispose of or voluntarily part with the control of (whether in one transaction or in a series of transactions) any of its assets (whether now owned or hereinafter acquired) or permit any Subsidiary to do so, except that (1) any Significant Subsidiary may merge into or consolidate with or transfer assets to any other Significant Subsidiary, (2) any Significant Subsidiary may merge into or transfer assets to the Company and (3) the Company or any Subsidiary may sell, assign, lease or otherwise dispose of (i) inventory in the ordinary course of business, (ii) equipment that is no longer used or useful in the Company’s or any of its Subsidiaries’ business or that is physically obsolete, provided that the proceeds thereof are used first to reduce outstanding Senior Debt, if any, Debt and then to reduce other outstanding Indebtedness, (iii) sales of equipment the proceeds of which are applied within thirty (30180) days of such sale to the purchase of replacement equipment with like value other capital assets useful to the Company and function its Subsidiaries and (iv) other sales of assets in any given year which that have a fair market value of less than one million dollars ($1,000,000) 100,000 in the aggregate provided that the proceeds from such dispositions are reinvested in other capital assets useful to the Company or used to acquire other assets, capital stock or other property not otherwise prohibited hereby, and any remaining proceeds shall be applied first to reduce outstanding Senior Debt, if any, Debt and then to reduce other outstanding Indebtedness; provided however that if an Event of Default shall have occurred and shall not have been rescinded or annulled pursuant to Section 8.02, proceeds received by the Company pursuant to (ii) or (iv) above are applied first to reduce outstanding Senior Debt, if any, and then applied to repay the Notes pursuant to Section 2.06(c).

Mergers, Sale of Assets, etc. Without the prior written consent of the Purchaser Representative, except as permitted by Section 7.02(f)(ix)purchasers, merge or consolidate with any Person, or sell, assign, lease or otherwise dispose of or voluntarily part with the control of (whether in one transaction or in a series of transactions) any of its assets (whether now owned or hereinafter acquired) or permit any Subsidiary to do so, except that (1) any Significant Subsidiary may merge into or consolidate with or transfer assets to any other Significant Subsidiary, (2) any Significant Subsidiary may merge into or transfer assets to the Company and (3) the Company any Borrower or any Subsidiary may sell, assign, lease or otherwise dispose of (i) inventory in the ordinary course of business, (ii) equipment that is no longer used or useful in the Company’s any Borrowers' or any of its Subsidiaries’ ' business or that is physically obsolete, provided that the any proceeds thereof exceeding $100,000 in the aggregate are used first to reduce outstanding Senior Debt, if any, Debt and then to reduce other outstanding Indebtedness, (iii) sales of equipment the proceeds of which are applied within thirty (30) days of such sale to the purchase of replacement equipment with like value and function and (iv) other sales of assets in any given year which have a fair market value of less than one million five hundred thousand dollars ($1,000,000500,000) in the aggregate provided that the proceeds from such dispositions are applied first to reduce outstanding Senior Debt, if any, Debt and then to reduce other outstanding Indebtedness; provided however that if an Event of Default shall have occurred and shall not have been rescinded or annulled pursuant to Section 8.02, proceeds received by the Company pursuant to (ii) or (iv) above are applied first to reduce outstanding Senior Debt, if any, and then applied to repay the Notes pursuant to Section 2.06(c).

Mergers, Sale of Assets, etc. Without the prior written ---------------------------- consent of the Purchaser Representative, except as permitted by Section 7.02(f)(ix)Purchaser, merge or consolidate with any Person, or sell, assign, lease or otherwise dispose of or voluntarily part with the control of (whether in one transaction or in a series of transactions) any of its assets (whether now owned or hereinafter acquired) or permit any Subsidiary to do so, except that (1) any Significant Subsidiary may merge into or consolidate with or transfer assets to any other Significant Subsidiary, (2) any Significant Subsidiary may merge into or transfer assets to the Company and (3) the Company or any Subsidiary may sell, assign, lease or otherwise dispose of (i) inventory electronic legal library information in the ordinary course of business, (ii) equipment that is no longer used or useful in the Company’s 's or any of its Subsidiaries’ ' business or that is physically obsolete, provided that the proceeds thereof are used first to reduce outstanding Senior Debt, if any, Debt and then to reduce other outstanding Indebtedness, (iii) sales of equipment the net proceeds of which are applied within thirty (30) days of such sale to the purchase of replacement equipment with like value and function and (iv) other sales of assets in any given year which have a fair market value of less than one million dollars ($1,000,000) in the aggregate provided that at least fifty percent (50%) of the net proceeds from such dispositions are applied first to reduce outstanding Senior Debt, if any, Debt and then to reduce other outstanding Indebtedness; provided however that if an Event of Default shall have occurred and shall not have been rescinded or annulled pursuant to Section 8.02, proceeds received by the Company pursuant to (ii) or (iv) above are applied first to reduce outstanding Senior Debt, if any, and then applied to repay the Notes pursuant to Section 2.06(c).