No Sale of Collateral. Except as permitted by the terms of the Credit Agreement, the Pledgor shall not cause, suffer or permit the sale, assignment, conveyance, pledge or other transfer of all or any portion of the Pledgor’s Equity Interest in the Company or any other portion of the Collateral.
No Sale of Collateral. For so long as Party B is required to provide Big Brown Collateral hereunder, Party B shall not, and shall not permit Big Brown Company to sell, lease, transfer or otherwise dispose of any material portion of the Big Brown Collateral; provided that Party B and Big Brown Company shall be permitted to (i) sell or otherwise dispose of power, capacity, ancillary services, coal, natural gas, fuel or inventory, (ii) sell, lease, transfer or otherwise dispose of assets that are obsolete, damaged or not used or useful in its business, (iii) sell, lease, transfer or otherwise dispose of assets to an Affiliate as contemplated by Section 6(d) of the Big Brown Intercreditor Agreement and (iv) sell, lease, transfer or otherwise dispose of assets for cash consideration in an aggregate amount not to exceed $25,000,000 in any calendar year.
No Sale of Collateral. Except as expressly permitted by this Agreement or the other Credit Documents, Grantor shall not cause or expressly authorize the sale, assignment, conveyance, pledge or other transfer of all or any portion of the Collateral pledged by it.
No Sale of Collateral. Neither Borrower nor either Guarantor will sell, assign, lease, license, exchange, mortgage, encumber, hypothecate, grant a security interest in, or otherwise dispose of its right, title or interest in any of the Collateral, without in each case first obtaining the prior written consent of Lender thereto; provided, however, that (i) Borrower may obtain purchase money financing of equipment purchases secured by liens on such equipment to the extent permitted pursuant to Section 3.2, (ii) Borrower may replace Collateral consisting of obsolete or worn out equipment and machinery in the ordinary course of its business and consistent with past practice so long as (x) the replacement Collateral has a value equal to or greater than that of the Collateral being replaced, and (y) Lender has a perfected first priority security interest in the replacement Collateral, subject to no other security interests, liens or encumbrances and (iii) so long as no Default Condition or Event of Default has occurred and is continuing, Borrower may dispose of obsolete or worn out equipment and machinery in the ordinary course of its business and consistent with past practice without replacing same so long as the aggregate value of equipment so disposed of in any calendar year does not exceed Twenty-Five Thousand Dollars ($25,000).
No Sale of Collateral. Second Parties agree that none of the Collateral consisting of any ownership or equity interest (including, without limitation, any legal, economic, beneficial or voting interest) in any entity may be sold or otherwise transferred by Borrower without the prior written approval of Bank, which approval may be withheld in the reasonable discretion of Bank. Other than the transfers of ownership interest expressly permitted in Section 4(w) hereof and transfers of interest by Guarantor or any of Guarantor’s Subsidiaries to a wholly owned Subsidiary of Guarantor, none of the ownership or equity interest (including, without limitation, any legal, economic, beneficial or voting interest) in any Subsidiary of Guarantor or any other assets of Guarantor shall be sold or otherwise transferred without the prior written consent of Bank, which consent may be withheld in Bank’s reasonable discretion (provided, however, Bank will not unreasonably withhold its consent to any transfer of ownership or equity interest in any Subsidiary by Guarantor to Borrower as long as (i) prior to any such transfer Borrower is able to demonstrate to Bank’s reasonable satisfaction that such transfer would not have a materially adverse effect on the net worth of Guarantor and (ii) if such Subsidiary was acquired (or any of its assets were acquired), in whole or in part, with funds drawn from the Credit Line, Borrower must at the time of such transfer either re-pay to Bank the amount advanced from the Credit Line related to such Subsidiary or pledge to Bank (pursuant to a pledge agreement reasonably acceptable to Bank) all the ownership and equity interest in such Subsidiary as additional Collateral for the Secured Obligations, subject to no other liens or encumbrances). Notwithstanding anything in this Agreement to the contrary, Borrower shall at all times own all the issued and outstanding stock in Guarantor and such stock shall be pledged to Bank under the Pledge Agreement subject to no other liens or encumbrances.
No Sale of Collateral. The Borrower shall not, directly or indirectly, sell, lease, assign, transfer or otherwise dispose of the Collateral or any interest therein.
No Sale of Collateral. Without prior written consent of Lender, which will not be unreasonably withheld, Borrower, during the tenure of this Agreement, will not sell, assign, or dispose of any Collateral, nor create or permit to be created, any lien, encumbrance or security interest of any kind on any Collateral other than for the benefit of Lender, and if such lien or encumbrance is created or permitted, Borrower will effect a discharge of the same within ten (10) days following written notice from Lender. Notwithstanding the foregoing, the Borrower may dispose of Investment Collateral in accordance with the terms of the Control Agreement."
No Sale of Collateral. No Collateral shall be sold otherwise transferred without the prior written consent of Bank, other than as expressly permitted in the Security Agreement.
No Sale of Collateral. The Pledgor shall not cause, suffer or permit the sale, assignment, conveyance, pledge or other transfer of all or any portion of the Collateral and the Pledgor shall at all times remain the 100% direct owner of all of the member’s interests of the Guarantor.
No Sale of Collateral. Pledgor shall not cause, suffer or permit the sale, assignment, conveyance, pledge or other transfer of all or any portion of Pledgor’s ownership or interest or any portion of the Collateral, except as provided in Sections 2.05, 12.03 or 13.09 of the Purchase Agreement, or Article X of the LLC Agreement, provided that any such transferee assumes Pledgor’s rights and obligations hereunder, under the Forbearance Agreement, the LLC Agreement and the Purchase Agreement and executes such other documents as reasonably requested by Collateral Agent to continue its first priority lien on the Collateral. Upon such assignment and assumption, Pledgor shall have no liability or obligations under this Agreement with respect to matters arising after the date of such assignment and assumption. As used herein, the transfer of an ownership interest in the Collateral shall not include the direct or indirect sale, assignment, pledge, hypothecation, transfer or other disposition (voluntarily or involuntarily, by gift or otherwise, and whether as security or otherwise) of any equity interest in Pledgor or in any Person that controls Pledgor.
