Other Asset Sales Sample Clauses

Other Asset Sales. Prior to the Collateral Release Date, the Company shall not, and shall not permit any Subsidiary Guarantor to, Dispose of its respective assets, except Permitted Asset Sales or in a transaction that complies with Section 7.7.
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Other Asset Sales. The Issuer shall apply any Excess Proceeds in accordance with the Mandatory Redemption provision.
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Other Asset Sales. If at any time the Exchangeable Notes are outstanding, the Issuer shall apply any Excess Proceeds in accordance with the Exchangeable Notes Indenture. If no Exchangeable Notes are outstanding and when the aggregate amount of Excess Proceeds from all Asset Dispositions which are not dispositions of Collateral exceeds the equivalent of $10.0 million, the Issuer shall, within 30 days thereafter, make an Excess Proceeds Offer, in accordance with the provisions of the Indenture, to purchase on a pro rata basis Notes at 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, plus any Additional Amounts due thereon (and any other Secured Indebtedness, and any other unsubordinated Indebtedness of the Issuer or the Company for which the Issuer or the Company is required to make a similar offer pursuant to the terms of such unsubordinated Indebtedness, at a price no greater than par), in an aggregate amount equal to the Excess Proceeds.
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Other Asset Sales. No Note Party will, or will permit any of its Subsidiaries to sell assets other than (i) in the ordinary course of business or (ii) sales of obsolete or worn out Equipment in the ordinary course of business, or as otherwise permitted by this Section 7.18 unless the following conditions are met: 7.18.1. the sale is for fair market value (as determined by the board of directors of the applicable Note Party); and 7.18.2. at least 80% of the sale proceeds will be in net available cash and the Excess Disposition Proceeds from such sale will be applied, first, so long as, both before and immediately after the completion of such sale, after giving pro forma effect thereto, no Default or Event of Default exists and (i) if the Excess Disposition Proceeds are less than $2,000,000, within 90 days from receipt of such Excess Disposition Proceeds, (ii) if the Excess Disposition Proceeds are greater than or equal to $2,000,000 and less than $2,500,000, within 60 days from receipt of such Excess Disposition Proceeds (or if any Note Party enters into a contract to reinvest such Excess Disposition Proceeds within 60 days of receipt thereof, within one hundred eighty (180) days after the date of such contract), or (iii) if the Excess Disposition Proceeds are greater than or equal to $2,500,000, the Collateral Agents provide their written consent, at the Issuer’s election, to reinvest in or purchase any property, plant or equipment (excluding, for the avoidance of doubt, inventory, cash and Cash Equivalents or securities) of the Note Parties and used in any business in which the Note Parties are engaged, and second, any remainder, to make an offer to purchase Notes as specified in Section 3.3. 7.18.3. provided that the total fair market value of all such dispositions shall not exceed in aggregate at any time during the period the Notes are outstanding 20% of the Acquired Entities’ Consolidated Tangible Assets, measured cumulatively as of the date of each such disposition.
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Other Asset Sales. Borrowers shall be entitled to the release of the Lenders' Liens with respect to (a) the assets of, or the stock of, the Subsidiaries whose business is the lines of business comprising AMRESCO's "Consumer Finance" operations, "Builders Group" division and operations, and "Telecapital" division and operations, (b) AMRESCO's Foreign Subsidiaries organized and operating in the United Kingdom and Jersey, Channel Islands (and/or their assets), and (c) the stock and stock options in AMRESCO Capital Trust owned by AMRESCO, AMREIT Holdings, Inc., and AMREIT Managers, L.P., and the rights and interests of AMREIT Managers, L.P. under its management agreement with AMRESCO Capital Trust, and related interests, all subject to and in accordance with the terms, conditions and provisions of a separate written agreement (the "Specified Asset Release Agreement") regarding such releases executed by and between AMRESCO and Administrative Agent as of the date hereof, so long as no Default or Event of Default has occurred and is continuing.
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Other Asset Sales. Immediately upon the occurrence of (1) any Asset Disposition Prepayment Event not involving any Equity Interests or Property comprising the Shirt Group or (2) any Asset Disposition Prepayment Event involving the Austell Property, the Borrower hereby promises to prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of the related Asset Disposition (such prepayment to be applied as set forth in clause (vi)(C) below).
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Other Asset Sales. To the extent that NovaCare or any Subsidiary of NovaCare sells or transfers assets (other than as contemplated by the Initial Cash Flow Forecast ) (i) with a Sale Price for an individual sale or transfer transaction in excess of $250,000 or (ii) with a Sale Price for an individual sale or transfer transaction which together with the Sale Price for all sale or transfer transactions that occurred in the same calendar month would result in the aggregate Sales Prices for all sale and transfer transactions in such month exceeding $750,000, then NovaCare shall cause the entire Net Cash Proceeds from all of such sale or transfer transactions to be used immediately to make a mandatory repayment of the Loans in an amount equal to the Net Cash Proceeds from each sale and/or transfer transaction(s) and the amount of such repayment shall automatically and permanently reduce the Commitments.
Sample 1
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Other Asset Sales. Within one (1) Business Day following receipt by the Borrower or any of its Subsidiaries of the proceeds of any Asset Sale (other than in connection with an Asset Sale expressly permitted in Section 6.8), the Borrower shall prepay the Obligations as set forth in Section 2.9(b), to the extent of 100% of the Net Asset Sale Proceeds thereof.
Sample 1

Related to Other Asset Sales

  • Asset Sales The Parent Borrower will not, and will not permit any of the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Parent Borrower permit any of the Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: (a) sales of inventory, used or surplus equipment and Permitted Investments in the ordinary course of business; (b) sales, transfers and dispositions to the Parent Borrower or a Subsidiary, provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Subsidiary Loan Party shall be made in compliance with Section 6.09; (c) sale and leaseback transactions permitted by Section 6.06; (d) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section, provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (c) shall not exceed $25,000,000 during any fiscal year of the Parent Borrower or $50,000,000 in the aggregate during the term of this Agreement; (e) licenses and sublicenses of intellectual property rights, granted in the ordinary course of business and not interfering individually or in the aggregate in any material respect with the conduct of the business of the Parent Borrower and the Subsidiaries; and (f) trade-ins, trade-ups and other similar exchanges of equipment of the Parent Borrower and the Subsidiaries for other equipment to be used in the business of the Parent Borrower and the Subsidiaries made in the ordinary course of business; provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clause (b) above) shall be made for fair value and (other than those permitted by clause (b) or (f) above) for consideration at least 85% of which is cash.

  • No Dispositions Except for the transfer of assets in the ordinary course of business consistent with prior practice, no party shall sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets, which are material, individually or in the aggregate, to such party.

  • Dispositions Convey, sell, lease, transfer or otherwise dispose of (collectively "Transfer"), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, other than Transfers (i) of Inventory in the ordinary course of business; (ii) of non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; or (iii) of worn-out or obsolete Equipment.

  • Asset Dispositions Make any Asset Disposition, except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Restricted Subsidiaries; (i) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries, (ii) exclusive licenses and sublicenses of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the ordinary course of business consistent with past practice or (iii) exclusive licenses and sublicenses, assignments of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the exercise of the Borrower’s reasonable business judgment, where such exclusive license, assignment or other Asset Disposition is not reasonably expected to have a Material Adverse Effect; (c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries; (d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 4.4(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions expressly permitted by Section 9.4; (f) Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Event of Default shall exist or would result from such Asset Disposition and (ii) such Asset Disposition is made for Fair Market Value and the consideration received shall not be less than 75% in cash or Cash Equivalents; and (g) Asset Dispositions of accounts receivable transferred as part of a Permitted A/R Financing.

  • Dispositions and Involuntary Dispositions Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds in an amount equal to 100% of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month period.

  • MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

  • Asset Sale The Company or the Parent shall not and shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period").

  • Data Disposition When the contracted work has been completed or when the Data is no longer needed, except as noted above in Section 5.b, Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by:

  • Asset Dispositions, etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or substantially all of the assets of (a) the Borrower or (b) the Subsidiaries of the Borrower, taken as a whole, except sales of assets between or among the Borrower and Subsidiaries of the Borrower.

  • Asset Disposition If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the applicable Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

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