Mergers; Sale of Assets. (a) No Loan Party shall merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease (as a lessor) or otherwise dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired), unless: (i) at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, and (ii) if either Borrower is involved in any such transaction, it is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets, and if one or more Loan Parties is involved in any such transaction (and neither Borrower is), a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets; provided, however, that in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02(a) have the effect of releasing either Borrower from any of its obligations and liabilities under this Agreement (unless the Parent Borrower and the Opco Borrower merger or consolidate with each other). (b) Except as set forth in Section 7.02(a), prior to the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make, nor permit its Subsidiaries to make any Disposition except: (i) Dispositions of inventory in the ordinary course of business; (ii) Dispositions of machinery and equipment no longer used or useful in the conduct of business of a Loan Party and its Subsidiaries that are Disposed of in the ordinary course of business; (iii) Dispositions of assets to a Loan Party or a Subsidiary, provided that if the transferor of such assets is a Loan Party, the transferee thereof must be or, substantially contemporaneous with such Disposition, will become, a Loan Party; (iv) Dispositions of accounts receivable and instruments in connection with the collection or compromise thereof; (v) Dispositions of licenses, sublicenses, leases or subleases not interfering in any material respect with the business of a Loan Party and its Subsidiaries; (vi) Dispositions of cash or cash equivalents in the ordinary course of business; (vii) Dispositions in which: (i) the assets being disposed of are exchanged, within 365 days following such Disposition, for replacement assets having a fair market value, in the good faith opinion of the Parent Borrower, at least equal to the then value of the asset, or if more than one asset, aggregate value of the assets, being disposed, which are to be used in the business of the Borrowers or a Subsidiary or (ii) the net cash proceeds thereof are either (A) reinvested (by means of replacement, acquisition, repair, improvement, construction or development) within 365 days following such Disposition in one or more assets useful, or to be used, in the business of the Borrowers or a Subsidiary or (B) used to prepay the Loans, or if no Loans are outstanding, permanently reduce the Aggregate Commitments on a dollar for dollar basis, or any combination of the foregoing; (viii) asset swaps with EEP or any of its Subsidiaries; (ix) Dispositions permitted by Sections 7.02(a), 7.03 and 7.11; (x) Dispositions pursuant to Securitization Transactions in an amount not to exceed $450,000,000 in the aggregate at any time; (xi) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Subsidiary; (xii) the granting of Liens permitted hereunder, and Disposition of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; and (xiii) Dispositions not otherwise permitted under this Section 7.02 which in the aggregate for all Loan Parties and their Subsidiaries do not exceed (i) 10% of Net Tangible Assets in any fiscal year, measured as of the date of determination or (ii) 20% of Net Tangible Assets over the term of this Agreement, measured as of the date of determination. (c) From and after the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make any Disposition (whether in one transaction or a series of related transactions) that constitutes all or substantially all of the assets of such Loan Party and its Subsidiaries, taken as a whole, except as set forth in Section 7.02(a).
Appears in 2 contracts
Samples: Credit Agreement (Enbridge Energy Partners Lp), Credit Agreement (Midcoast Energy Partners, L.P.)
Mergers; Sale of Assets. (a) No Loan Party shall will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease (as a lessor) or otherwise dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired), unless: (i) at the time thereof and immediately after giving effect thereto no Default or Event of Potential Default shall have occurred and be continuing, and (ii) if either the Borrower is involved in any such transaction, it the Borrower is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets, and if one or more any other Loan Parties Party is involved in any such transaction (and neither Borrower is), a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets; provided, however, that in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02(a) SECTION 10.6 have the effect of releasing either Borrower any Loan Party from any of its obligations and liabilities under this Agreement (unless the Parent Borrower and the Opco Borrower merger Agreement. The Loan Parties will not permit NBPC to merge or consolidate with each other)or into any other Person, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its business and assets (whether now owned or hereafter acquired) to, any Person, except pursuant to Section 14 or Section 15 (to the extent it applies to a merger pursuant to Section 14) of NBPC's Partnership Agreement.
(b) Except as set forth in Section 7.02(a)The Loan Parties shall not permit NBPC to lease, prior sell or otherwise dispose of its assets to the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make, nor permit its Subsidiaries to make any Disposition other Person except:
: (i) Dispositions sales of inventory and other assets in the ordinary course of business;
, (ii) Dispositions leases, sales or other dispositions of machinery its assets that, together with all other assets of NBPC previously leased, sold or disposed of (other than disposed of pursuant to this SECTION 10.6(b)) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a substantial portion of the assets of NBPC, (iii) sales of assets which are concurrently leased back, and equipment (iv) dispositions of assets which are obsolete or no longer used or useful in the conduct of business of a Loan Party and its Subsidiaries that are Disposed of in the ordinary course of business;
(iii) Dispositions of assets to a Loan Party or a Subsidiary, provided that if the transferor of such assets is a Loan Party, the transferee thereof must be or, substantially contemporaneous with such Disposition, will become, a Loan Party;
(iv) Dispositions of accounts receivable and instruments in connection with the collection or compromise thereof;
(v) Dispositions of licenses, sublicenses, leases or subleases not interfering in any material respect with the business of a Loan Party and its Subsidiaries;
(vi) Dispositions of cash or cash equivalents in the ordinary course of business;
(vii) Dispositions in which: (i) the assets being disposed of are exchanged, within 365 days following such Disposition, for replacement assets having a fair market value, in the good faith opinion of the Parent Borrower, at least equal to the then value of the asset, or if more than one asset, aggregate value of the assets, being disposed, which are to be used in the business of the Borrowers or a Subsidiary or (ii) the net cash proceeds thereof are either (A) reinvested (by means of replacement, acquisition, repair, improvement, construction or development) within 365 days following such Disposition in one or more assets useful, or to be used, in the business of the Borrowers or a Subsidiary or (B) used to prepay the Loans, or if no Loans are outstanding, permanently reduce the Aggregate Commitments on a dollar for dollar basis, or any combination of the foregoing;
(viii) asset swaps with EEP or any of its Subsidiaries;
(ix) Dispositions permitted by Sections 7.02(a), 7.03 and 7.11;
(x) Dispositions pursuant to Securitization Transactions in an amount not to exceed $450,000,000 in the aggregate at any time;
(xi) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Subsidiary;
(xii) the granting of Liens permitted hereunder, and Disposition of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; and (xiii) Dispositions not otherwise permitted under this Section 7.02 which in the aggregate for all Loan Parties and their Subsidiaries do not exceed (i) 10% of Net Tangible Assets in any fiscal year, measured as of the date of determination or (ii) 20% of Net Tangible Assets over the term of this Agreement, measured as of the date of determinationNBPC.
(c) From and after the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make any Disposition (whether in one transaction or a series of related transactions) that constitutes all or substantially all of the assets of such Loan Party and its Subsidiaries, taken as a whole, except as set forth in Section 7.02(a).
Appears in 1 contract
Samples: Revolving Credit Agreement (Northern Border Partners Lp)
Mergers; Sale of Assets. (ai) No Loan Party shall The Company will not merge into or consolidate with or into any other PersonPerson unless in each case the Company shall be the surviving corporation, except that the Company may consolidate with or permit merge into any other Person if such consolidation or merger is, in the opinion of Board of Directors of the Company, advantageous for tax or operational reasons (but not to merge into effect the acquisition of or consolidate with itby, or sellconsolidation with, any Person that is not already a Subsidiary of the Company), provided that:
(A) such Person (the “Surviving Corporation”) is a corporation organized under the laws of the United States of America having a majority of its assets located in the United States of America;
(B) at least a majority of the combined voting power of all Voting Stock of the Surviving Corporation immediately after giving effect to such consolidation or merger is owned by Persons which owned Voting Stock of the Company immediately prior to giving effect thereto;
(C) no Default shall have occurred and be continuing at the time of such proposed merger or consolidation or would result therefrom;
(D) the Company shall have provided to the Agent and the Lenders such corporate governance and authorization documents, in form and substance satisfactory to the Agent and the Lenders, as may be deemed necessary or advisable by the Agent and the Lenders; and
(E) the Surviving Corporation shall expressly assume, by written agreement delivered to the Agent and the Lenders, all of the obligations of the Company under this Agreement, whereupon the Surviving Corporation shall (1) succeed to all of the rights and obligations of the Company under this Agreement, (2) for all purposes hereof be substituted for the Company hereunder, and (3) constitute the “Company” and a “Borrower” bound by this Agreement.
(ii) The Company will not convey, transfer, lease (as a lessor) or otherwise dispose of (whether in one transaction or in a series of related transactions) all (50% or substantially all) of its assets, or all or substantially all more of the stock consolidated assets of or other equity interest in any of the Company and its Subsidiaries taken as a whole (in each case, whether now owned or hereafter acquired)) to, unless: (i) at any Person, or permit any of its Subsidiaries to do so, except that any Subsidiary of the time thereof and immediately after giving effect thereto Company may dispose of assets to any other Subsidiary of the Company, provided, in each case, that no Default or Event of Default shall have occurred and be continuing, and (ii) if either Borrower is involved in any such transaction, it is continuing at the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets, and if one or more Loan Parties is involved in any such transaction (and neither Borrower is), a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets; provided, however, that in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02(a) have the effect of releasing either Borrower from any of its obligations and liabilities under this Agreement (unless the Parent Borrower and the Opco Borrower merger or consolidate with each other).
(b) Except as set forth in Section 7.02(a), prior to the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make, nor permit its Subsidiaries to make any Disposition except:
(i) Dispositions of inventory in the ordinary course of business;
(ii) Dispositions of machinery and equipment no longer used or useful in the conduct of business of a Loan Party and its Subsidiaries that are Disposed of in the ordinary course of business;
(iii) Dispositions of assets to a Loan Party or a Subsidiary, provided that if the transferor time of such assets is a Loan Party, the transferee thereof must be or, substantially contemporaneous with such Disposition, will become, a Loan Party;
(iv) Dispositions of accounts receivable and instruments in connection with the collection or compromise thereof;
(v) Dispositions of licenses, sublicenses, leases or subleases not interfering in any material respect with the business of a Loan Party and its Subsidiaries;
(vi) Dispositions of cash or cash equivalents in the ordinary course of business;
(vii) Dispositions in which: (i) the assets being disposed of are exchanged, within 365 days following such Disposition, for replacement assets having a fair market value, in the good faith opinion of the Parent Borrower, at least equal to the then value of the asset, or if more than one asset, aggregate value of the assets, being disposed, which are to be used in the business of the Borrowers or a Subsidiary or (ii) the net cash proceeds thereof are either (A) reinvested (by means of replacement, acquisition, repair, improvement, construction or development) within 365 days following such Disposition in one or more assets useful, or to be used, in the business of the Borrowers or a Subsidiary or (B) used to prepay the Loans, or if no Loans are outstanding, permanently reduce the Aggregate Commitments on a dollar for dollar basis, or any combination of the foregoing;
(viii) asset swaps with EEP or any of its Subsidiaries;
(ix) Dispositions permitted by Sections 7.02(a), 7.03 and 7.11;
(x) Dispositions pursuant to Securitization Transactions in an amount not to exceed $450,000,000 in the aggregate at any time;
(xi) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Subsidiary;
(xii) the granting of Liens permitted hereunder, and Disposition of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; and (xiii) Dispositions not otherwise permitted under this Section 7.02 which in the aggregate for all Loan Parties and their Subsidiaries do not exceed (i) 10% of Net Tangible Assets in any fiscal year, measured as of the date of determination or (ii) 20% of Net Tangible Assets over the term of this Agreement, measured as of the date of determination.
(c) From and after the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make any Disposition (whether in one proposed transaction or a series of related transactions) that constitutes all or substantially all of the assets of such Loan Party and its Subsidiaries, taken as a whole, except as set forth in Section 7.02(a)would result therefrom.
Appears in 1 contract
Samples: Credit Agreement (Goodrich Corp)
Mergers; Sale of Assets. (ai) No Loan Party shall The Company will not merge into or consolidate with or into any other PersonPerson unless in each case the Company shall be the surviving corporation, except that the Company may consolidate with or permit merge into any other Person if such consolidation or merger is, in the opinion of Board of Directors of the Company, advantageous for tax or operational reasons (but not to merge into effect the acquisition of or consolidate with itby, or sellconsolidation with, any Person that is not already a Subsidiary of the Company), provided that:
(A) such Person (the "Surviving Corporation") is a corporation organized under the laws of the United States of America having a majority of its assets located in the United States of America;
(B) at least a majority of the combined voting power of all Voting Stock of the Surviving Corporation immediately after giving effect to such consolidation or merger is owned by Persons which owned Voting Stock of the Company immediately prior to giving effect thereto;
(C) no Default shall have occurred and be continuing at the time of such proposed merger or consolidation or would result therefrom;
(D) the Company shall have provided to the Agent and the Lenders such corporate governance and authorization documents, in form and substance satisfactory to the Agent and the Lenders, as may be deemed necessary or advisable by the Agent and the Lenders; and
(E) the Surviving Corporation shall expressly assume, by written agreement delivered to the Agent and the Lenders, all of the obligations of the Company under this Agreement, whereupon the Surviving Corporation shall (1) succeed to all of the rights and obligations of the Company under this Agreement, (2) for all purposes hereof be substituted for the Company hereunder, and (3) constitute the "Company" and a "Borrower" bound by this Agreement.
(ii) The Company will not convey, transfer, lease (as a lessor) or otherwise dispose of (whether in one transaction or in a series of related transactions) all (50% or substantially all) more of its assets, or all or substantially all of the stock of or other equity interest in any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired)) to, unless: (i) at any Person, or permit any of its Subsidiaries to do so, except that any Subsidiary of the time thereof and immediately after giving effect thereto Company may dispose of assets to any other Subsidiary of the Company, provided, in each case, that no Default or Event of Default shall have occurred and be continuing, and (ii) if either Borrower is involved in any such transaction, it is continuing at the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets, and if one or more Loan Parties is involved in any such transaction (and neither Borrower is), a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets; provided, however, that in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02(a) have the effect of releasing either Borrower from any of its obligations and liabilities under this Agreement (unless the Parent Borrower and the Opco Borrower merger or consolidate with each other).
(b) Except as set forth in Section 7.02(a), prior to the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make, nor permit its Subsidiaries to make any Disposition except:
(i) Dispositions of inventory in the ordinary course of business;
(ii) Dispositions of machinery and equipment no longer used or useful in the conduct of business of a Loan Party and its Subsidiaries that are Disposed of in the ordinary course of business;
(iii) Dispositions of assets to a Loan Party or a Subsidiary, provided that if the transferor time of such assets is a Loan Party, the transferee thereof must be or, substantially contemporaneous with such Disposition, will become, a Loan Party;
(iv) Dispositions of accounts receivable and instruments in connection with the collection or compromise thereof;
(v) Dispositions of licenses, sublicenses, leases or subleases not interfering in any material respect with the business of a Loan Party and its Subsidiaries;
(vi) Dispositions of cash or cash equivalents in the ordinary course of business;
(vii) Dispositions in which: (i) the assets being disposed of are exchanged, within 365 days following such Disposition, for replacement assets having a fair market value, in the good faith opinion of the Parent Borrower, at least equal to the then value of the asset, or if more than one asset, aggregate value of the assets, being disposed, which are to be used in the business of the Borrowers or a Subsidiary or (ii) the net cash proceeds thereof are either (A) reinvested (by means of replacement, acquisition, repair, improvement, construction or development) within 365 days following such Disposition in one or more assets useful, or to be used, in the business of the Borrowers or a Subsidiary or (B) used to prepay the Loans, or if no Loans are outstanding, permanently reduce the Aggregate Commitments on a dollar for dollar basis, or any combination of the foregoing;
(viii) asset swaps with EEP or any of its Subsidiaries;
(ix) Dispositions permitted by Sections 7.02(a), 7.03 and 7.11;
(x) Dispositions pursuant to Securitization Transactions in an amount not to exceed $450,000,000 in the aggregate at any time;
(xi) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Subsidiary;
(xii) the granting of Liens permitted hereunder, and Disposition of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; and (xiii) Dispositions not otherwise permitted under this Section 7.02 which in the aggregate for all Loan Parties and their Subsidiaries do not exceed (i) 10% of Net Tangible Assets in any fiscal year, measured as of the date of determination or (ii) 20% of Net Tangible Assets over the term of this Agreement, measured as of the date of determination.
(c) From and after the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make any Disposition (whether in one proposed transaction or a series of related transactions) that constitutes all or substantially all of the assets of such Loan Party and its Subsidiaries, taken as a whole, except as set forth in Section 7.02(a)would result therefrom.
Appears in 1 contract
Mergers; Sale of Assets. (a) No Loan Party shall will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease (as a lessor) or otherwise dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired), unless: (i) at the time thereof and immediately after giving effect thereto no Default or Event of Potential Default shall have occurred and be continuing, and (ii) if either the Borrower is involved in any such transaction, it the Borrower is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets, and if one or more any other Loan Parties Party is involved in any such transaction (and neither Borrower is), a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets; provided, however, that in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02(a) SECTION 10.6 have the effect of releasing either Borrower any Loan Party from any of its obligations and liabilities under this Agreement (unless the Parent Borrower and the Opco Borrower merger Agreement. The Loan Parties will not permit NBPC to merge or consolidate with each other)or into any other Person, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its business and assets (whether now owned or hereafter acquired) to, any Person, except pursuant to Section 14 or Section 15 (to the extent it applies to a merger pursuant to Section 14) of NBPC's Partnership Agreement.
(b) Except as set forth in Section 7.02(a)The Loan Parties shall not permit NBPC to lease, prior sell or otherwise dispose of its assets to the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make, nor permit its Subsidiaries to make any Disposition other Person except:
: (i) Dispositions sales of inventory and other assets in the ordinary course of business;
, (ii) Dispositions leases, sales or other dispositions of machinery its assets that, together with all other assets of NBPC previously leased, sold or disposed of (other than disposed of pursuant to this SECTION 10.6(b)) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a substantial portion of the assets of NBPC, (iii) sales of assets which are concurrently leased back, and equipment (iv) dispositions of assets which are obsolete or no longer used or useful in the conduct of business of a Loan Party and its Subsidiaries that are Disposed of in the ordinary course of business;
(iii) Dispositions of assets to a Loan Party or a Subsidiary, provided that if the transferor of such assets is a Loan Party, the transferee thereof must be or, substantially contemporaneous with such Disposition, will become, a Loan Party;
(iv) Dispositions of accounts receivable and instruments in connection with the collection or compromise thereof;
(v) Dispositions of licenses, sublicenses, leases or subleases not interfering in any material respect with the business of a Loan Party and its Subsidiaries;
(vi) Dispositions of cash or cash equivalents in the ordinary course of business;
(vii) Dispositions in which: (i) the assets being disposed of are exchanged, within 365 days following such Disposition, for replacement assets having a fair market value, in the good faith opinion of the Parent Borrower, at least equal to the then value of the asset, or if more than one asset, aggregate value of the assets, being disposed, which are to be used in the business of the Borrowers or a Subsidiary or (ii) the net cash proceeds thereof are either (A) reinvested (by means of replacement, acquisition, repair, improvement, construction or development) within 365 days following such Disposition in one or more assets useful, or to be used, in the business of the Borrowers or a Subsidiary or (B) used to prepay the Loans, or if no Loans are outstanding, permanently reduce the Aggregate Commitments on a dollar for dollar basis, or any combination of the foregoing;
(viii) asset swaps with EEP or any of its Subsidiaries;
(ix) Dispositions permitted by Sections 7.02(a), 7.03 and 7.11;
(x) Dispositions pursuant to Securitization Transactions in an amount not to exceed $450,000,000 in the aggregate at any time;
(xi) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Subsidiary;
(xii) the granting of Liens permitted hereunder, and Disposition of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; and (xiii) Dispositions not otherwise permitted under this Section 7.02 which in the aggregate for all Loan Parties and their Subsidiaries do not exceed (i) 10% of Net Tangible Assets in any fiscal year, measured as of the date of determination or (ii) 20% of Net Tangible Assets over the term of this Agreement, measured as of the date of determination.
(c) From and after the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make any Disposition (whether in one transaction or a series of related transactions) that constitutes all or substantially all of the assets of such Loan Party and its Subsidiaries, taken as a whole, except as set forth in Section 7.02(a).NBPC. NBPLP CREDIT AGREEMENT
Appears in 1 contract
Samples: 364 Day Credit Agreement (Northern Border Partners Lp)
Mergers; Sale of Assets. (a) No Loan Party shall Merge or consolidate, except as follows:
(i) the Company may merge into or consolidate with any other Person, Person if the Company is the surviving corporation in such merger or permit any other Person to merge into or consolidate with it, or sell, transfer, lease (as a lessor) or otherwise dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired), unless: (i) at the time thereof consolidation and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, and would result therefrom,
(ii) any Borrower other than the Company may merge with any of its Subsidiaries if either such Borrower is involved in any such transaction, it is the surviving corporation in such merger or resultant entity consolidation and no Default or the recipient Event of Default would result therefrom,
(iii) any such sale, transferLoan Party other than any Borrower may be merged or consolidated with or into any other Loan Party other than any Borrower; and
(iv) any Foreign Subsidiary other than any Borrower may be merged or consolidated with or into any other Foreign Subsidiary other than any Borrower; or
(b) sell, lease or other disposition otherwise dispose of, or permit any of assets, and if one or more Loan Parties is involved in any such transaction (and neither Borrower is), a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfertheir respective Subsidiaries to sell, lease or otherwise dispose of, its accounts, property or other disposition assets (including capital stock or the equivalent thereof of assets; Subsidiaries), provided, however, that in no event the foregoing restrictions on asset sales shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02(a) have the effect of releasing either Borrower from any of its obligations and liabilities under this Agreement (unless the Parent Borrower and the Opco Borrower merger or consolidate with each other).
(b) Except as set forth in Section 7.02(a), prior be applicable to the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make, nor permit its Subsidiaries to make any Disposition except:
(i) Dispositions sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure item or that have become obsolete, (ii) sales of inventory in the ordinary course of business;
(ii) Dispositions of machinery and equipment no longer used or useful in the conduct of business of a Loan Party and its Subsidiaries that are Disposed of in the ordinary course of business;
, (iii) Dispositions sales of receivables or other assets in any securitization program and sales of any assets that are immediately thereafter leased back to a Loan Party or a Subsidiaryany Consolidated Company, provided that if the transferor of such assets is a Loan Party, the transferee thereof must be or, substantially contemporaneous with such Disposition, will become, a Loan Party;
(iv) Dispositions sales or other dispositions (or a series of accounts receivable related sales or other dispositions) of property or assets of with an Asset Value of $5,000,000 or less and instruments in connection with the collection or compromise thereof;
(v) Dispositions sales or other dispositions of licenses, sublicenses, leases or subleases not interfering assets in any material respect with fiscal year of the business Company having an aggregate Asset Value of a Loan Party no more than twenty percent (20%) of the aggregate Asset Value of the Consolidated Companies (including UAP and its Subsidiaries;
(vi) Dispositions of cash or cash equivalents in the ordinary course of business;
(vii) Dispositions in which: (i) the assets being disposed of are exchanged, within 365 days following such Disposition, for replacement assets having a fair market value, in the good faith opinion of the Parent Borrower, at least equal to the then value of the asset, or if more than one asset, aggregate value of the assets, being disposed, which are to be used in the business of the Borrowers or a Subsidiary or (ii) the net cash proceeds thereof are either (A) reinvested (by means of replacement, acquisition, repair, improvement, construction or development) within 365 days following such Disposition in one or more assets useful, or to be used, in the business of the Borrowers or a Subsidiary or (B) used to prepay the Loans, or if no Loans are outstanding, permanently reduce the Aggregate Commitments on a dollar for dollar basis, or any combination of the foregoing;
(viii) asset swaps with EEP or any of its Subsidiaries;
(ix) Dispositions permitted by Sections 7.02(a), 7.03 and 7.11;
(x) Dispositions pursuant to Securitization Transactions in an amount not to exceed $450,000,000 in the aggregate at any time;
(xi) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Subsidiary;
(xii) the granting of Liens permitted hereunder, and Disposition of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; and (xiii) Dispositions not otherwise permitted under this Section 7.02 which in the aggregate for all Loan Parties and their Subsidiaries do not exceed (i) 10% of Net Tangible Assets in any fiscal year, measured as of the date of determination or the most recent annual financial statements delivered pursuant to Section 7.09(a) (ii) 20% of Net Tangible Assets over but until the term of this Agreementfirst such financial statements are delivered, measured as of December 31, 2011); provided that, with respect to sales or other dispositions of assets pursuant to this clause (v), (A) before and immediately after giving effect to such sale or other disposition, there exists no Default or Event of Default and (B) such assets are sold for fair market value (as determined by the date of determination.
(c) From and after the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make any Disposition (whether Company in one transaction or a series of related transactions) that constitutes all or substantially all of the assets of such Loan Party and its Subsidiaries, taken as a whole, except as set forth in Section 7.02(agood faith).
Appears in 1 contract
Mergers; Sale of Assets. (ai) No Loan Party shall The Company will not merge into or consolidate with or into any other PersonPerson unless in each case the Company shall be the surviving corporation, except that the Company may consolidate with or permit merge into any other Person if such consolidation or merger is, in the opinion of Board of Directors of the Company, advantageous for tax or operational reasons (but not to merge into effect the acquisition of or consolidate with itby, or sellconsolidation with, any Person that is not already a Subsidiary of the Company), provided that:
(A) such Person (the “Surviving Corporation”) is a corporation organized under the laws of the United States of America having a majority of its assets located in the United States of America;
(B) at least a majority of the combined voting power of all Voting Stock of the Surviving Corporation immediately after giving effect to such consolidation or merger is owned by Persons which owned Voting Stock of the Company immediately prior to giving effect thereto;
(C) no Default shall have occurred and be continuing at the time of such proposed merger or consolidation or would result therefrom;
(D) the Company shall have provided to the Agent and the Lenders such corporate governance and authorization documents, in form and substance satisfactory to the Agent and the Lenders, as may be deemed necessary or advisable by the Agent and the Lenders; and
(E) the Surviving Corporation shall expressly assume, by written agreement delivered to the Agent and the Lenders, all of the obligations of the Company under this Agreement, whereupon the Surviving Corporation shall (1) succeed to all of the rights and obligations of the Company under this Agreement, (2) for all purposes hereof be substituted for the Company hereunder, and (3) constitute the “Company” and a “Borrower” bound by this Agreement.
(ii) The Company will not convey, transfer, lease (as a lessor) or otherwise dispose of (whether in one transaction or in a series of related transactions) all (50% or substantially all) of its assets, or all or substantially all more of the stock consolidated assets of or other equity interest in any of the Company and its Subsidiaries taken as a whole (in each case, whether now owned or hereafter acquired)) to, unless: (i) at any Person, or permit any of its Subsidiaries to do so, except that any Subsidiary of the time thereof and immediately after giving effect thereto Company may dispose of assets to any other Subsidiary of the Company, provided, in each case, that no Default or Event of Default shall have occurred and be continuing, and (ii) if either Borrower is involved in any such transaction, it is continuing at the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets, and if one or more Loan Parties is involved in any such transaction (and neither Borrower is), a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets; provided, however, that in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02(a) have the effect of releasing either Borrower from any of its obligations and liabilities under this Agreement (unless the Parent Borrower and the Opco Borrower merger or consolidate with each other).
(b) Except as set forth in Section 7.02(a), prior to the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make, nor permit its Subsidiaries to make any Disposition except:
(i) Dispositions of inventory in the ordinary course of business;
(ii) Dispositions of machinery and equipment no longer used or useful in the conduct of business of a Loan Party and its Subsidiaries that are Disposed of in the ordinary course of business;
(iii) Dispositions of assets to a Loan Party or a Subsidiary, provided that if the transferor time of such assets is a Loan Party, the transferee thereof must be or, substantially contemporaneous with such Disposition, will become, a Loan Party;
(iv) Dispositions of accounts receivable and instruments in connection with the collection or compromise thereof;
(v) Dispositions of licenses, sublicenses, leases or subleases not interfering in any material respect with the business of a Loan Party and its Subsidiaries;
(vi) Dispositions of cash or cash equivalents in the ordinary course of business;
(vii) Dispositions in which: (i) the assets being disposed of are exchanged, within 365 days following such Disposition, for replacement assets having a fair market value, in the good faith opinion of the Parent Borrower, at least equal to the then value of the asset, or if more than one asset, aggregate value of the assets, being disposed, which are to be used in the business of the Borrowers or a Subsidiary or (ii) the net cash proceeds thereof are either (A) reinvested (by means of replacement, acquisition, repair, improvement, construction or development) within 365 days following such Disposition in one or more assets useful, or to be used, in the business of the Borrowers or a Subsidiary or (B) used to prepay the Loans, or if no Loans are outstanding, permanently reduce the Aggregate Commitments on a dollar for dollar basis, or any combination of the foregoing;
(viii) asset swaps with EEP or any of its Subsidiaries;
(ix) Dispositions permitted by Sections 7.02(a), 7.03 and 7.11;
(x) Dispositions pursuant to Securitization Transactions in an amount not to exceed $450,000,000 in the aggregate at any time;
(xi) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Subsidiary;
(xii) the granting of Liens permitted hereunder, and Disposition of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; and (xiii) Dispositions not otherwise permitted under this Section 7.02 which in the aggregate for all Loan Parties and their Subsidiaries do not exceed (i) 10% of Net Tangible Assets in any fiscal year, measured as of the date of determination or (ii) 20% of Net Tangible Assets over the term of this Agreement, measured as of the date of determination.
(c) From and after the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make any Disposition (whether in one proposed transaction or a series of related transactions) that constitutes all or substantially all of the assets of such Loan Party and its Subsidiaries, taken as a whole, except as set forth in Section 7.02(a).would result therefrom. Five Year Credit Agreement
Appears in 1 contract
Samples: Credit Agreement (Goodrich Corp)
Mergers; Sale of Assets. (a) No Loan Party shall will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease (as a lessor) or otherwise dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired), unless: (i) at the time thereof and immediately after giving effect thereto no Default or Event of Potential Default shall have occurred and be continuing, and (ii) if either the Borrower is involved in any such transaction, it the Borrower is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets, and if one or more any other Loan Parties Party is involved in any such transaction (and neither Borrower is), a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets; provided, however, that in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02(a) 10.6 have the effect of releasing either Borrower any Loan Party from any of its obligations and liabilities under this Agreement (unless the Parent Borrower and the Opco Borrower merger Agreement. The Loan Parties will not permit NBPC to merge or consolidate with each other)or into any other Person, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its business and assets (whether now owned or hereafter acquired) to, any Person, except pursuant to Section 14 or Section 15 (to the extent it applies to a merger pursuant to Section 14) of NBPC's Partnership Agreement.
(b) Except as set forth in Section 7.02(a)The Loan Parties shall not permit NBPC to lease, prior sell or otherwise dispose of its assets to the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make, nor permit its Subsidiaries to make any Disposition other Person except:
: (i) Dispositions sales of inventory and other assets in the ordinary course of business;
, (ii) Dispositions leases, sales or other dispositions of machinery and equipment its assets that, together with all other assets of NBPC previously leased, sold or disposed of (other than disposed of pursuant to this Section 10.6(b)) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a substantial portion of the assets of NBPC, (iii) sales of assets which are concurrently leased back, (iv) dispositions of assets which are obsolete or no longer used or useful in the conduct of business of a Loan Party NBPC, and its Subsidiaries that are Disposed of in the ordinary course of business;
(iii) Dispositions of assets to a Loan Party or a Subsidiary, provided that if the transferor of such assets is a Loan Party, the transferee thereof must be or, substantially contemporaneous with such Disposition, will become, a Loan Party;
(iv) Dispositions of accounts receivable and instruments in connection with the collection or compromise thereof;
(v) Dispositions of licenses, sublicenses, leases or subleases not interfering in any material respect with the business of a Loan Party and its Subsidiaries;
(vi) Dispositions of cash or cash equivalents in the ordinary course of business;
(vii) Dispositions in which: (i) the assets being disposed of are exchanged, within 365 days following such Disposition, for replacement assets having a fair market value, in the good faith opinion of the Parent Borrower, at least equal to the then value of the asset, or if more than one asset, aggregate value of the assets, being disposed, which are to be used in the business of the Borrowers or a Subsidiary or (ii) the net cash proceeds thereof are either (A) reinvested (by means of replacement, acquisition, repair, improvement, construction or development) within 365 days following such Disposition in one or more assets useful, or to be used, in the business of the Borrowers or a Subsidiary or (B) used to prepay the Loans, or if no Loans are outstanding, permanently reduce the Aggregate Commitments on a dollar for dollar basis, or any combination of the foregoing;
(viii) asset swaps with EEP or any of its Subsidiaries;
(ix) Dispositions as permitted by Sections 7.02(a), 7.03 and 7.11;
(x) Dispositions pursuant to Securitization Transactions in an amount not to exceed $450,000,000 in the aggregate at any time;
(xi) Dispositions resulting from any casualty or other insured damage to, or any taking under power last sentence of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Subsidiary;
(xii) the granting of Liens permitted hereunder, and Disposition of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; and (xiii) Dispositions not otherwise permitted under this Section 7.02 which in the aggregate for all Loan Parties and their Subsidiaries do not exceed (i) 10% of Net Tangible Assets in any fiscal year, measured as of the date of determination or (ii) 20% of Net Tangible Assets over the term of this Agreement, measured as of the date of determination.
(c) From and after the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make any Disposition (whether in one transaction or a series of related transactions) that constitutes all or substantially all of the assets of such Loan Party and its Subsidiaries, taken as a whole, except as set forth in Section 7.02(a10.6(a).
Appears in 1 contract
Samples: Revolving Credit Agreement (Northern Border Partners Lp)
Mergers; Sale of Assets. (a) No Loan Party shall Merge or consolidate, except as follows:
(i) the Company may merge into or consolidate with any other Person, Person if the Company is the surviving corporation in such merger or permit any other Person to merge into or consolidate with it, or sell, transfer, lease (as a lessor) or otherwise dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired), unless: (i) at the time thereof consolidation and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, and would result therefrom,
(ii) if either [reserved],
(iii) any Loan Party other than the Borrower is involved in may be merged or consolidated with or into any such transaction, it is other Loan Party other than the surviving Borrower; and
(iv) any Foreign Subsidiary other than the Borrower may be merged or resultant entity consolidated with or into any other Foreign Subsidiary other than the recipient of any such sale, transferBorrower; or
(b) sell, lease or other disposition otherwise dispose of, or permit any of assets, and if one or more Loan Parties is involved in any such transaction (and neither Borrower is), a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfertheir respective Subsidiaries to sell, lease or otherwise dispose of, its accounts, property or other disposition assets (including capital stock or the equivalent thereof of assets; Subsidiaries), provided, however, that in no event the foregoing restrictions on asset sales shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02(a) have the effect of releasing either Borrower from any of its obligations and liabilities under this Agreement (unless the Parent Borrower and the Opco Borrower merger or consolidate with each other).
(b) Except as set forth in Section 7.02(a), prior be applicable to the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make, nor permit its Subsidiaries to make any Disposition except:
(i) Dispositions sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure item or that have become obsolete, (ii) sales of inventory in the ordinary course of business;
(ii) Dispositions of machinery and equipment no longer used or useful in the conduct of business of a Loan Party and its Subsidiaries that are Disposed of in the ordinary course of business;
, (iii) Dispositions sales of receivables or other assets in any securitization program and sales of any assets that are immediately thereafter leased back to a Loan Party or a Subsidiaryany Consolidated Company, provided that if the transferor of such assets is a Loan Party, the transferee thereof must be or, substantially contemporaneous with such Disposition, will become, a Loan Party;
(iv) Dispositions sales or other dispositions (or a series of accounts receivable related sales or other dispositions) of property or assets of with an Asset Value of $5,000,000 or less and instruments in connection with the collection or compromise thereof;
(v) Dispositions sales or other dispositions of licenses, sublicenses, leases or subleases not interfering assets in any material respect with fiscal year of the business Company having an aggregate Asset Value of a Loan Party no more than twenty percent (20%) of the aggregate Asset Value of the Consolidated Companies (including UAP and its Subsidiaries;
(vi) Dispositions of cash or cash equivalents in the ordinary course of business;
(vii) Dispositions in which: (i) the assets being disposed of are exchanged, within 365 days following such Disposition, for replacement assets having a fair market value, in the good faith opinion of the Parent Borrower, at least equal to the then value of the asset, or if more than one asset, aggregate value of the assets, being disposed, which are to be used in the business of the Borrowers or a Subsidiary or (ii) the net cash proceeds thereof are either (A) reinvested (by means of replacement, acquisition, repair, improvement, construction or development) within 365 days following such Disposition in one or more assets useful, or to be used, in the business of the Borrowers or a Subsidiary or (B) used to prepay the Loans, or if no Loans are outstanding, permanently reduce the Aggregate Commitments on a dollar for dollar basis, or any combination of the foregoing;
(viii) asset swaps with EEP or any of its Subsidiaries;
(ix) Dispositions permitted by Sections 7.02(a), 7.03 and 7.11;
(x) Dispositions pursuant to Securitization Transactions in an amount not to exceed $450,000,000 in the aggregate at any time;
(xi) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Subsidiary;
(xii) the granting of Liens permitted hereunder, and Disposition of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; and (xiii) Dispositions not otherwise permitted under this Section 7.02 which in the aggregate for all Loan Parties and their Subsidiaries do not exceed (i) 10% of Net Tangible Assets in any fiscal year, measured as of the date of determination or the most recent annual financial statements delivered pursuant to Section 7.09(a) (ii) 20% of Net Tangible Assets over but until the term of this Agreementfirst such financial statements are delivered, measured as of December 31, 2016); provided that, with respect to sales or other dispositions of assets pursuant to this clause (v), (A) before and immediately after giving effect to such sale or other disposition, there exists no Default or Event of Default and (B) such assets are sold for fair market value (as determined by the date of determination.
(c) From and after the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make any Disposition (whether Company in one transaction or a series of related transactions) that constitutes all or substantially all of the assets of such Loan Party and its Subsidiaries, taken as a whole, except as set forth in Section 7.02(agood faith).
Appears in 1 contract
Mergers; Sale of Assets. (a) No Loan Party shall Merge or consolidate, except as follows:
(i) the Company may merge into or consolidate with any other Person, Person if the Company is the surviving corporation in such merger or permit any other Person to merge into or consolidate with it, or sell, transfer, lease (as a lessor) or otherwise dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired), unless: (i) at the time thereof consolidation and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, and would result therefrom,
(ii) any Borrower other than the Company may merge with any of its Subsidiaries if either such Borrower is involved in any such transaction, it is the surviving corporation in such merger or resultant entity consolidation and no Default or the recipient Event of Default would result therefrom,
(iii) any such sale, transferDomestic Loan Party other than any Borrower may be merged or consolidated with or into any other Domestic Loan Party other than any Borrower; and
(iv) any Foreign Subsidiary other than any Borrower may be merged or consolidated with or into any other Foreign Subsidiary other than any Borrower; or
(b) sell, lease or other disposition otherwise dispose of, or permit any of assets, and if one or more Loan Parties is involved in any such transaction (and neither Borrower is), a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfertheir respective Subsidiaries to sell, lease or otherwise dispose of, its accounts, property or other disposition assets (including capital stock or the equivalent thereof of assets; Subsidiaries), but excluding any transfers of cash by way of investments, dividends or payment of obligations or reimbursements, provided, however, that in no event the foregoing restrictions on asset sales shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02(a) have the effect of releasing either Borrower from any of its obligations and liabilities under this Agreement (unless the Parent Borrower and the Opco Borrower merger or consolidate with each other).
(b) Except as set forth in Section 7.02(a), prior be applicable to the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make, nor permit its Subsidiaries to make any Disposition except:
(i) Dispositions sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure item or that have become obsolete, (ii) sales of inventory in the ordinary course of business;
(ii) Dispositions of machinery and equipment no longer used or useful in the conduct of business of a Loan Party and its Subsidiaries that are Disposed of in the ordinary course of business;
, (iii) Dispositions sales of receivables or other assets in any securitization program and sales of any assets that are immediately thereafter leased back to any Consolidated Company, (iv) sales, leases or other dispositions of assets to a Loan Party or a Subsidiarythe Consolidated Companies, provided that if the transferor of such assets is the Company or a Loan Party, Domestic Subsidiary (other than an Excluded Domestic Subsidiary) then the transferee thereof must shall be orthe Company or a Domestic Subsidiary (other than an Excluded Domestic Subsidiary), substantially contemporaneous with such Disposition, will become, a Loan Party;
(iv) Dispositions of accounts receivable and instruments in connection with the collection or compromise thereof;
(v) Dispositions sales or dispositions of licensesEquity Interests or other investments in a Foreign Subsidiary or Excluded Domestic Subsidiary by the Company or any Domestic Subsidiary to a Foreign Subsidiary or Excluded Domestic Subsidiary, sublicenses, leases (vi) sales or subleases not interfering other dispositions (or a series of related sales or other dispositions) of property or assets of with an Asset Value of $7,500,000 or less and (vii) sales or other dispositions of assets in any material respect with fiscal year of the business Company having an aggregate Asset Value of a Loan Party no more than twenty percent (20%) of the aggregate Asset Value of the Consolidated Companies (including UAP and its Subsidiaries;
(vi) Dispositions of cash or cash equivalents in the ordinary course of business;
(vii) Dispositions in which: (i) the assets being disposed of are exchanged, within 365 days following such Disposition, for replacement assets having a fair market value, in the good faith opinion of the Parent Borrower, at least equal to the then value of the asset, or if more than one asset, aggregate value of the assets, being disposed, which are to be used in the business of the Borrowers or a Subsidiary or (ii) the net cash proceeds thereof are either (A) reinvested (by means of replacement, acquisition, repair, improvement, construction or development) within 365 days following such Disposition in one or more assets useful, or to be used, in the business of the Borrowers or a Subsidiary or (B) used to prepay the Loans, or if no Loans are outstanding, permanently reduce the Aggregate Commitments on a dollar for dollar basis, or any combination of the foregoing;
(viii) asset swaps with EEP or any of its Subsidiaries;
(ix) Dispositions permitted by Sections 7.02(a), 7.03 and 7.11;
(x) Dispositions pursuant to Securitization Transactions in an amount not to exceed $450,000,000 in the aggregate at any time;
(xi) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Subsidiary;
(xii) the granting of Liens permitted hereunder, and Disposition of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; and (xiii) Dispositions not otherwise permitted under this Section 7.02 which in the aggregate for all Loan Parties and their Subsidiaries do not exceed (i) 10% of Net Tangible Assets in any fiscal year, measured as of the date of determination or the most recent annual financial statements delivered pursuant to Section 7.09(a) (ii) 20% of Net Tangible Assets over but until the term of this Agreementfirst such financial statements are delivered, measured as of December 31, 2016); provided that, with respect to sales or other dispositions of assets pursuant to this clause (vii), (A) before and immediately after giving effect to such sale or other disposition, there exists no Default or Event of Default and (B) such assets are sold for fair market value (as determined by the date of determination.
(c) From and after the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make any Disposition (whether Company in one transaction or a series of related transactions) that constitutes all or substantially all of the assets of such Loan Party and its Subsidiaries, taken as a whole, except as set forth in Section 7.02(agood faith).
Appears in 1 contract
Mergers; Sale of Assets. (a) No Loan Party shall will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease (as a lessor) or otherwise dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired), unless: (i) at the time thereof and immediately after giving effect thereto no Default or Event of Potential Default shall have occurred and be continuing, and (ii) if either Borrower is involved in any such transaction, it Borrower is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets, and if one or more any other Loan Parties Party is involved in any such transaction (and neither Borrower is), a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets; provided, however, that in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02(a) 10.6 have the effect of releasing either Borrower any Loan Party from any of its obligations and liabilities under this Agreement (unless the Parent Borrower and the Opco Borrower merger Agreement. The Loan Parties will not permit NBPC to merge or consolidate with each other)or into any other Person, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its business and assets (whether now owned or hereafter acquired) to, any Person, except pursuant to Section 14 or Section 15 (to the extent it applies to a merger pursuant to Section 14) of NBPC's Partnership Agreement.
(b) Except as set forth in Section 7.02(a)The Loan Parties shall not permit NBPC to lease, prior sell or otherwise dispose of its assets to the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make, nor permit its Subsidiaries to make any Disposition other Person except:
: (i) Dispositions sales of inventory and other assets in the ordinary course of business;
, (ii) Dispositions leases, sales or other dispositions of machinery and equipment its assets that, together with all other assets of NBPC previously leased, sold or disposed of (other than disposed of pursuant to this Section 10.6(b)) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a substantial portion of the assets of NBPC, (iii) sales of assets which are concurrently leased back, (iv) dispositions of assets which are obsolete or no longer used or useful in the conduct of business of a Loan Party NBPC, and its Subsidiaries that are Disposed of in the ordinary course of business;
(iii) Dispositions of assets to a Loan Party or a Subsidiary, provided that if the transferor of such assets is a Loan Party, the transferee thereof must be or, substantially contemporaneous with such Disposition, will become, a Loan Party;
(iv) Dispositions of accounts receivable and instruments in connection with the collection or compromise thereof;
(v) Dispositions of licenses, sublicenses, leases or subleases not interfering in any material respect with the business of a Loan Party and its Subsidiaries;
(vi) Dispositions of cash or cash equivalents in the ordinary course of business;
(vii) Dispositions in which: (i) the assets being disposed of are exchanged, within 365 days following such Disposition, for replacement assets having a fair market value, in the good faith opinion of the Parent Borrower, at least equal to the then value of the asset, or if more than one asset, aggregate value of the assets, being disposed, which are to be used in the business of the Borrowers or a Subsidiary or (ii) the net cash proceeds thereof are either (A) reinvested (by means of replacement, acquisition, repair, improvement, construction or development) within 365 days following such Disposition in one or more assets useful, or to be used, in the business of the Borrowers or a Subsidiary or (B) used to prepay the Loans, or if no Loans are outstanding, permanently reduce the Aggregate Commitments on a dollar for dollar basis, or any combination of the foregoing;
(viii) asset swaps with EEP or any of its Subsidiaries;
(ix) Dispositions as permitted by Sections 7.02(a), 7.03 and 7.11;
(x) Dispositions pursuant to Securitization Transactions in an amount not to exceed $450,000,000 in the aggregate at any time;
(xi) Dispositions resulting from any casualty or other insured damage to, or any taking under power last sentence of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Subsidiary;
(xii) the granting of Liens permitted hereunder, and Disposition of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; and (xiii) Dispositions not otherwise permitted under this Section 7.02 which in the aggregate for all Loan Parties and their Subsidiaries do not exceed (i) 10% of Net Tangible Assets in any fiscal year, measured as of the date of determination or (ii) 20% of Net Tangible Assets over the term of this Agreement, measured as of the date of determination.
(c) From and after the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make any Disposition (whether in one transaction or a series of related transactions) that constitutes all or substantially all of the assets of such Loan Party and its Subsidiaries, taken as a whole, except as set forth in Section 7.02(a10.6(a).
Appears in 1 contract
Samples: Revolving Credit Agreement (Northern Border Partners Lp)
Mergers; Sale of Assets. (a) No Loan Party shall merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease (as a lessor) or otherwise dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired), unless: (i) at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, and (ii) if either Borrower is involved in any such transaction, it is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets, and if one or more Loan Parties is involved in any such transaction (and neither Borrower is), a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets; provided, however, that in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02(a) have the effect of releasing either Borrower from any of its obligations and liabilities under this Agreement (unless the Parent Borrower and the Opco Borrower merger or consolidate with each other).
(b) Except as set forth in Section 7.02(a), prior to the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make, nor permit its Subsidiaries to make any Disposition except:
(i) Dispositions of inventory in the ordinary course of business;
(ii) Dispositions of machinery and equipment no longer used or useful in the conduct of business of a Loan Party and its Subsidiaries that are Disposed of in the ordinary course of business;
(iii) Dispositions of assets to a Loan Party or a Subsidiary, provided that if the transferor of such assets is a Loan Party, the transferee thereof must be or, substantially contemporaneous with such Disposition, will become, a Loan Party;
(iv) Dispositions of accounts receivable and instruments in connection with the collection or compromise thereof;
(v) Dispositions of licenses, sublicenses, leases or subleases not interfering in any material respect with the business of a Loan Party and its Subsidiaries;
(vi) Dispositions of cash or cash equivalents in the ordinary course of business;
(vii) Dispositions in which: (i) the assets being disposed of are exchanged, within 365 days following such Disposition, for replacement assets having a fair market value, in the good faith opinion of the Parent Borrower, at least equal to the then value of the asset, or if more than one asset, aggregate value of the assets, being disposed, which are to be used in the business of the Borrowers or a Subsidiary or (ii) the net cash proceeds thereof are either (A) reinvested (by means of replacement, acquisition, repair, improvement, construction or development) within 365 days following such Disposition in one or more assets useful, or to be used, in the business of the Borrowers or a Subsidiary or (B) used to prepay the Loans, or if no Loans are outstanding, permanently reduce the Aggregate Commitments on a dollar for dollar basis, or any combination of the foregoing;
(viii) asset swaps with EEP or any of its Subsidiaries;
(ix) Dispositions permitted by Sections 7.02(a), 7.03 and 7.11;
(x) Dispositions pursuant to Securitization Transactions in an amount not to exceed $450,000,000 in the aggregate at any time;
(xi) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party or any Subsidiary;
(xii) the granting of Liens permitted hereunder, and Disposition of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; and and
(xiii) Dispositions not otherwise permitted under this Section 7.02 which in the aggregate for all Loan Parties and their Subsidiaries do not exceed (i) 10% of Net Tangible Assets in any fiscal year, measured as of the date of determination or (ii) 20% of Net Tangible Assets over the term of this Agreement, measured as of the date of determination.
(c) From and after the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make any Disposition (whether in one transaction or a series of related transactions) that constitutes all or substantially all of the assets of such Loan Party and its Subsidiaries, taken as a whole, except as set forth in Section 7.02(a).
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