Common use of Mergers, Sales, Etc Clause in Contracts

Mergers, Sales, Etc. (A) Merge or consolidate with any other Person, except that this Section 5.2(c) shall not apply to (i) any merger or consolidation of Lessee with any other Person provided that the Lessee is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the Lessee's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of Lessee, and (B) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of Lessee), except that this Section 5.2(c) shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee to the Lessee or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee and its Subsidiaries, (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee or its Subsidiaries, or (iv) any other sale of the Lessee's assets during the Lease Term with an aggregate book value, when aggregated with all other such sales since the Initial Closing Date, not exceeding 7.5% of the aggregate book value of all of the Lessee's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (A), clause (B)(i) or clause (B)(iv) above shall be permitted if any Potential Event of Default or Event of Default exists at the time of such transaction or would exist as a result of such transaction.

Mergers, Sales, Etc. (Aa) Merge or consolidate with any ------------------- other Person, except that this Section 5.2(c) 8.03 shall not apply to (i) any merger or consolidation of Lessee Borrower with any other Person provided that the Lessee Borrower is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the LesseeBorrower's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of LesseeBorrower, and (Bb) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of LesseeBorrower), except that this Section 5.2(c) 8.03 shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee Borrower to the Lessee Borrower or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee Borrower and its Subsidiaries, (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee Borrower or its Subsidiaries, or (iv) any other sale of the LesseeBorrower's assets during the Lease Term term of this Agreement with an aggregate book value, when aggregated with all other such sales since the Initial Closing Date, not exceeding 7.5% of the aggregate book value of all of the LesseeBorrower's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (Aa), clause (B)(ib)(i) or clause (B)(ivb)(iv) above shall be permitted if any Potential Event of Default or Event of Default exists at the time of such transaction or would exist as a result of such transaction.

Mergers, Sales, Etc. (A) Merge or consolidate with any other Person, except that this Section 5.2(c) shall not apply to (i) any merger or consolidation of Lessee with any other Person provided that the Lessee is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the Lessee's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of Lessee, and (B) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of Lessee), except that this Section 5.2(c) shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee to the Lessee or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee and its Subsidiaries, (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee or its Subsidiaries, or (iv) any other sale of the Lessee's assets during the Lease Term (excluding the sale of any assets pertaining to Mozzarella's or Tia's units or any Ruby Tuesday's units pursuant to the Lessee's Franchise Partner Program) with an aggregate book value, when aggregated with all other such sales since the Initial Closing DateMay 30, 1997, not exceeding 7.5% of the aggregate book value of all of the Lessee's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (A), clause (B)(i) or clause (B)(ivB(iv) above shall be permitted if any a Potential Event of Default or Event of Default exists at the time of such transaction or would exist as a result of such transaction."

Mergers, Sales, Etc. (A) Merge a)Merge or consolidate with any other Person, except that this Section 5.2(c) 8.03 shall not apply to (i) any merger or consolidation of Lessee Borrower with any other Person provided that the Lessee Borrower is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the LesseeBorrower's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of LesseeBorrower, and (Bb) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of LesseeBorrower), except that this Section 5.2(c) 8.03 shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee Borrower to the Lessee Borrower or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee Borrower and its Subsidiaries, (iiiii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee Borrower or its Subsidiaries, or (iv) any other sale of the LesseeBorrower's assets during the Lease Term term of this Agreement (excluding the sale of any assets pertaining to Mozzarella's or Tia's units or any Ruby Tuesday units pursuant to the Borrower's Franchise Partner Program) with an aggregate book value, when aggregated with all other such sales since the Initial Closing Date, not exceeding 7.5% of the aggregate book value of all of the LesseeBorrower's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (Aa), clause (B)(ib)(i) or clause (B)(ivb)(iv) above shall be permitted if any Potential Event of Default or Event of Default exists at the time of such transaction or would exist as a result of such transaction."

Mergers, Sales, Etc. (A) Merge or consolidate with any other Person, except that this Section 5.2(c6.2(c) shall not apply to (i) any merger or consolidation of Lessee Sponsor with any other Person provided that the Lessee Sponsor is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the LesseeSponsor's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of LesseeSponsor, and (B) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of LesseeSponsor), except that this Section 5.2(c6.2(c) shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee Sponsor to the Lessee Sponsor or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee Sponsor and its Subsidiaries, (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee Sponsor or its Subsidiaries, or (iv) any other sale of the LesseeSponsor's assets during the Lease Term term of this Agreement (excluding the sale of any assets pertaining to Mozzarella's or Tia's units or any Ruby Tuesday units pursuant to the Company's Franchise Partner Program) with an aggregate book value, when aggregated with all other such sales since the Initial Closing DateMay 30, 1997, not exceeding 7.5% of the aggregate book value of all of the LesseeSponsor's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (A), clause (B)(i) or clause (B)(iv) above shall be permitted if any Potential Unmatured Credit Event of Default or Credit Event of Default exists at the time of such transaction or would exist as a result of such transaction.

Mergers, Sales, Etc. (A) Merge or consolidate with any other Person, except that this Section 5.2(c6.2(c) shall not apply to (i) any merger or consolidation of Lessee Sponsor with any other Person provided that the Lessee Sponsor is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the LesseeSponsor's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of LesseeSponsor, and (B) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of LesseeSponsor), except that this Section 5.2(c6.2(c) shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee Sponsor to the Lessee Sponsor or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee Sponsor and its Subsidiaries, (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee Sponsor or its Subsidiaries, or (iv) any other sale of the LesseeSponsor's assets during the Lease Term term of this Agreement (excluding the sale of any assets pertaining to Mozzarella's or Tia's units or any Ruby Tuesday units pursuant to the Company's Franchise Partner Program) with an aggregate book value, when aggregated with all other such sales since the Initial Closing Datemay 30, 1997, not exceeding 7.5% of the aggregate book value of all of the LesseeSponsor's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (A), clause (B)(i) or clause (B)(iv) above shall be permitted if any Potential Unmatured Credit Event of Default or Credit Event of Default exists at the time of such transaction or would exist as a result of such transaction."

Mergers, Sales, Etc. (A) Merge or consolidate with any other Person, except that this Section 5.2(c6.2(c) shall not apply to (i) any merger or consolidation of Lessee Sponsor with any other Person provided that the Lessee Sponsor is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the LesseeSponsor's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of LesseeSponsor, and (B) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of LesseeSponsor), except that this Section 5.2(c6.2(c) shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee Sponsor to the Lessee Sponsor or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee Sponsor and its Subsidiaries, (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee Sponsor or its Subsidiaries, or (iv) any other sale of the LesseeSponsor's assets during the Lease Term term of this Agreement with an aggregate book value, when aggregated with all other such sales since the Initial Closing DateMarch 6, 1996, not exceeding 7.5% of the aggregate book value of all of the LesseeSponsor's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (A), clause (B)(i) or clause (B)(ivb)(iv) above shall be permitted if any Potential Unmatured Credit Event of Default or Credit Event of Default exists at the time of such transaction or would exist as a result of such transaction.