Mergers, Sales, Etc. Merge into or with or consolidate or amalgamate with, or permit any other Credit Party to merge into or with or consolidate or amalgamate with, any other Person, or sell, lease or otherwise dispose of, or permit any other Credit Party to sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property to any other Person. Notwithstanding the foregoing limitation (a) the Credit Parties may sell inventory in the ordinary course of business, (b) any Credit Party may sell, redeem or trade cash equivalent investments permitted under Section 7.6, (c) any US Credit Party shall be permitted to consolidate, amalgamate or merge into or with any US Operating Borrower, and any Canadian Credit Party may consolidate, amalgamate or merge into or with any other Canadian Credit Party, (d) any US Operating Borrower shall be permitted to sell, assign or convey all or any part of its Property to any other US Operating Borrower, but only so long as any such sale, assignment or conveyance is made for reasonably equivalent value, provided that this clause (d) shall not be interpreted to permit any US Operating Borrower Advance, other than as permitted under Section 7.2(i), (e) and any Canadian Borrower shall be permitted to sell, assign or convey all or any part of its Property to any other Canadian Borrower, but only so long as any such sale, assignment or conveyance is made for reasonably equivalent value, provided that this clause (e) shall not be interpreted to permit any advance of Loan proceeds by any Canadian Borrower to any other Credit Party, other than as permitted under Section 7.2(i), (f) the Credit Parties may sell assets which are obsolete, worn out or not necessary to the operations and business of the Credit Parties so long as the aggregate sale price for all assets sold in any Fiscal Year does not exceed $10,000,000, (g) the Credit Parties may carry out the mergers, consolidations, amalgamations and other transactions in the manner described in the Permitted Reorganization; and (h) any Credit Party may sell or otherwise dispose of any of its Property (other than, for greater certainty, any interest that any Credit Party may have in any of NSLUC, GUSAP or PASUG) provided that: (w) no Default has occurred and is continuing or would result therefrom; (x) the applicable Credit Party has provided at least 10 days' notice to the Administrative Agent and the Canadian Administrative Agent of the proposed sale or other disposition together with the material terms and conditions thereof, Borrowing Base Reports reflecting the proposed sale or other disposition on a pro forma basis and such other information as the Administrative Agent or the Canadian Administrative Agent, acting reasonably, may request; (y) if any of the Property which is sold or otherwise disposed of consists of any accounts or inventory, then an amount equal to the book value of such accounts or inventory shall be paid to the Administrative Agent or the Canadian Administrative Agent for application against the outstanding principal amount of the US Revolving Loans (if such accounts and inventory were sold or otherwise disposed of by a US Credit Party) or the Canadian Revolving Loans (if such accounts or inventory were sold or otherwise disposed of by a Canadian Credit Party), in each case on a pro rata basis and in accordance with Section 2.11; and (z) any such sale or other disposition shall require the prior written consent of the Required Lenders if the net book value of the Property subject to such sale or other disposition, when aggregated with the book value of any other Property sold or otherwise disposed of by the Credit Parties pursuant to this Section 7.4(h) in the same Fiscal Year, would exceed $25,000,000.
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Mergers, Sales, Etc. Merge into or with or consolidate or amalgamate with, or permit any other Credit Party to merge into or with or consolidate or amalgamate with, any other Person, or sell, lease or otherwise dispose of, or permit any other Credit Party to sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property to any other Person. Notwithstanding the foregoing limitation (a) the Credit Parties may sell inventory in the ordinary course of business, (b) any Credit Party may sell, redeem or trade cash equivalent investments permitted under Section 7.67.6 hereof, (c) any US Credit Party Borrower shall be permitted to consolidate or merge with any other US Borrower (provided, that, in the case of any merger involving the Company, the Company shall be the surviving entity), (d) any Canadian Borrower shall be permitted to consolidate, amalgamate or merge into or with any US Operating Borrower, and any Canadian Credit Party may consolidate, amalgamate or merge into or with any other Canadian Credit PartyBorrower, (de) any US Operating Borrower shall be permitted to sell, assign or convey all or any part of its Property to any other US Operating Borrower, but only so long as any such sale, assignment or conveyance is made for reasonably equivalent value, provided that this clause (df) shall not be interpreted to permit any US Operating Borrower Advance, other than as permitted under Section 7.2(i), (e) and any Canadian Borrower shall be permitted to sell, assign or convey all or any part of its Property to any other Canadian Borrower, but only so long as any such sale, assignment or conveyance is made for reasonably equivalent value, provided that this clause (eg) the Precision Transactions shall not be interpreted to permit any advance of Loan proceeds by any Canadian Borrower to any other Credit Party, other than as expressly permitted under Section 7.2(i)hereunder, (fh) the Credit Parties Borrowers may sell assets which are obsolete, worn out or not necessary material to the operations and business of the Credit Parties Borrowers so long as the aggregate sale price for all assets sold in any Fiscal Year does not exceed $10,000,0001,000,000, and (gi) the Credit Parties US Borrowers may carry out the mergersenter into a Lay Down Real Estate Lease with Stone & Webster Construction, consolidationsInc., amalgamations a Louisiana corporation for approxxxxxxxy five acres and other transactions in the manner described in the Permitted Reorganization; and (h) any Credit Party may sell or otherwise dispose of any of its Property (other than, for greater certainty, any interest that any Credit Party may have in any of NSLUC, GUSAP or PASUG) provided that: (w) no Default has occurred and is continuing or would result therefrom; (x) the applicable Credit Party has provided at least 10 days' notice to the Administrative Agent and the Canadian Administrative Agent of the proposed sale or other disposition together with the material terms and conditions thereof, Borrowing Base Reports reflecting the proposed sale or other disposition on a pro forma basis and such other information as the Administrative Agent or the Canadian Administrative Agent, acting reasonably, may request; (y) if any of the Property which is sold or otherwise disposed of consists of any accounts or inventory, then an amount equal to the book value of such accounts or inventory shall be paid to the Administrative Agent or the Canadian Administrative Agent for application against the outstanding principal amount certain improvements of the US Revolving Loans (if such accounts and inventory were sold or otherwise disposed of by a US Credit Party) or the Canadian Revolving Loans (if such accounts or inventory were sold or otherwise disposed of by a Canadian Credit Party)Borrowers' Longview, in each case on a pro rata basis and in accordance with Section 2.11; and (z) any such sale or other disposition shall require the prior written consent of the Required Lenders if the net book value of the Property subject to such sale or other disposition, when aggregated with the book value of any other Property sold or otherwise disposed of by the Credit Parties pursuant to this Section 7.4(h) in the same Fiscal Year, would exceed $25,000,000Washington facility.
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Mergers, Sales, Etc. Merge into or with or consolidate or amalgamate with, or permit any other Credit Party to merge into or with or consolidate or amalgamate with, any other Person, or sell, lease or otherwise dispose of, or permit any other Credit Party to sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property to any other Person. Notwithstanding the foregoing limitation limitation: (a) the Credit Parties may sell inventory in the ordinary course of business, ; (b) any Credit Party may sell, redeem or trade cash equivalent investments permitted under Section 7.6, ; (c) any US Credit Party shall be permitted to consolidate, amalgamate or merge into or with any US Operating BorrowerCredit Party, and any Canadian Credit Party may consolidate, amalgamate or merge into or with any other Canadian Credit Party, ; (d) any US Operating Borrower Credit Party shall be permitted to sell, assign or convey all or any part of its Property to any other Credit Party that is a US Operating BorrowerCredit Party, but only so long as any such sale, assignment or conveyance is made for reasonably equivalent value, provided that this clause (d) shall not be interpreted to permit any US Operating Borrower Advance, other than as permitted under Section 7.2(i), ; (e) and XXXX shall be permitted to consolidate, amalgamate or merge into or with any Credit Party or to liquidate or dissolve in accordance with applicable laws; provided that all of its assets are transferred to one or more Credit Parties; (f) any Canadian Borrower Credit Party shall be permitted to sell, assign or convey all or any part of its Property to any other Canadian BorrowerCredit Party, but only so long as any such sale, assignment or conveyance is made for reasonably equivalent valuevalue and in compliance with all applicable laws, including bulk sales acts or laws, (g) any Credit Party (other than a Borrower) may consolidate, amalgamate or merge into or with any Borrower provided that this clause no Default has occurred and is continuing, (eh) shall not be interpreted any Credit Party may sell, assign or convey to permit any advance Credit Party assets consisting solely of Loan proceeds by any Canadian Borrower Investments in or to any other Credit PartyParty provided (A) such sale, other than as permitted under Section 7.2(i)assignment or conveyance is made for reasonably equivalent value, (fB) no Default has occurred and is continuing, (C) Excess Availability is not less than $75,000,000 and (D) the purchase is not made from the proceeds of Loans made to a Borrower pursuant to this Agreement; (i) the Credit Parties may sell assets which are obsolete, worn out out, surplus or not necessary to the operations and business of the Credit Parties so long as the aggregate sale price for all assets sold in any Fiscal Year does not exceed $10,000,000, 50,000,000; (g) the Credit Parties may carry out the mergers, consolidations, amalgamations and other transactions in the manner described in the Permitted Reorganization; and (hj) any Credit Party may sell or otherwise dispose of any of its Property (other than, for greater certainty, any interest that any Credit Party may have in any of NSLUC, GUSAP or PASUG) Property; provided that: (w) no Default has occurred and is continuing or would result therefrom; (x) the applicable Credit Party Borrower Agent has provided at least 10 ten (10) days' β notice to the Administrative Agent and the Canadian Administrative Agent of the proposed sale or other disposition together with the material terms and conditions thereof, Borrowing Base Reports reflecting the proposed sale or other disposition on a pro forma basis and such other information as the Administrative Agent or the Canadian Administrative Agent, acting reasonably, may request; (y) if any of the Property which is sold or otherwise disposed of consists of any accounts or inventory, then an amount equal to the book value of such accounts or inventory shall be paid to the Administrative Agent or the Canadian Administrative Agent for application against the outstanding principal amount of the US Revolving Loans (if such accounts and inventory were sold or otherwise disposed of by a US Credit Party) or the Canadian Revolving Loans (if such accounts or inventory were sold or otherwise disposed of by a Canadian Credit Party), in each case on a pro rata basis and in accordance with Section 2.11; and (z) any such sale or other disposition of Property shall require the prior written consent of the Required Lenders if the net book value of the Property any Collateral subject to such sale or other disposition, when aggregated with the net book value of any other Property Collateral sold or otherwise disposed of by the Credit Parties pursuant to this Section 7.4(h7.4(j) in the same Fiscal Year, would exceed $25,000,00050,000,000; and (k) transfers of any or all of the Equity of GUSA owned by NSULC to another Credit Party, provided that the Borrowers shall deliver to the Administrative Agent (y) all such Security Instruments, amendments thereto and other items as the as the Administrative Agent may require in order to maintain or establish the first-priority Lien of the applicable Agent in such Equity and (z) such evidence as the Administrative Agent may request in order to confirm that such transfer will not have any material adverse Tax or other material adverse consequences to any Agent or other Secured Party.
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Mergers, Sales, Etc. Merge into or with or consolidate or amalgamate with, or permit any other Credit Party to merge into or with or consolidate or amalgamate with, any other Person, or sell, lease or otherwise dispose of, or permit any other Credit Party to sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property to any other Person. Notwithstanding the foregoing limitation (a) the Credit Parties may sell inventory in the ordinary course of business, (b) any Credit Party may sell, redeem or trade cash equivalent investments permitted under Section 7.67.6 hereof, (c) any US Credit Party Borrower shall be permitted to consolidate or merge with any other US Borrower (provided, that, in the case of any merger involving the Company, the Company shall be the surviving entity), (d) any Canadian Borrower shall be permitted to consolidate, amalgamate or merge into or with any US Operating Borrower, and any Canadian Credit Party may consolidate, amalgamate or merge into or with any other Canadian Credit PartyBorrower, (de) any US Operating Borrower shall be permitted to sell, assign or convey all or any part of its Property to any other US Operating Borrower, but only so long as any such sale, assignment or conveyance is made for reasonably equivalent value, provided that this clause (df) shall not be interpreted to permit any US Operating Borrower Advance, other than as permitted under Section 7.2(i), (e) and any Canadian Borrower shall be permitted to sell, assign or convey all or any part of its Property to any other Canadian Borrower, but only so long as any such sale, assignment or conveyance is made for reasonably equivalent value, provided that this clause (eg) the Precision Transactions shall not be interpreted to permit any advance of Loan proceeds by any Canadian Borrower to any other Credit Party, other than as expressly permitted under Section 7.2(i)hereunder, (fh) the Credit Parties Borrowers may sell assets which are obsolete, worn out or not necessary material to the operations and business of the Credit Parties Borrowers so long as the aggregate sale price for all assets sold in any Fiscal Year does not exceed $10,000,0001,000,000, and (gi) the Credit Parties US Borrowers may carry out the mergersenter into a Lay Down Real Estate Lease with Stone & Webster Construction, consolidationsXxx., amalgamations a Louisiana corporation for approximately five acres and other transactions in the manner described in the Permitted Reorganization; and (h) any Credit Party may sell or otherwise dispose of any of its Property (other than, for greater certainty, any interest that any Credit Party may have in any of NSLUC, GUSAP or PASUG) provided that: (w) no Default has occurred and is continuing or would result therefrom; (x) the applicable Credit Party has provided at least 10 days' notice to the Administrative Agent and the Canadian Administrative Agent of the proposed sale or other disposition together with the material terms and conditions thereof, Borrowing Base Reports reflecting the proposed sale or other disposition on a pro forma basis and such other information as the Administrative Agent or the Canadian Administrative Agent, acting reasonably, may request; (y) if any of the Property which is sold or otherwise disposed of consists of any accounts or inventory, then an amount equal to the book value of such accounts or inventory shall be paid to the Administrative Agent or the Canadian Administrative Agent for application against the outstanding principal amount certain improvements of the US Revolving Loans (if such accounts and inventory were sold or otherwise disposed of by a US Credit Party) or the Canadian Revolving Loans (if such accounts or inventory were sold or otherwise disposed of by a Canadian Credit Party)Borrowers' Longview, in each case on a pro rata basis and in accordance with Section 2.11; and (z) any such sale or other disposition shall require the prior written consent of the Required Lenders if the net book value of the Property subject to such sale or other disposition, when aggregated with the book value of any other Property sold or otherwise disposed of by the Credit Parties pursuant to this Section 7.4(h) in the same Fiscal Year, would exceed $25,000,000Washington facility.
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