Permitted Asset Disposition. (i) an Asset Disposition by any Obligor other than a Borrower, or (ii) as long as: (x) no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) only, all Net Proceeds are remitted to a Dominion Account, an Asset Disposition by a Borrower that is: (a) a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Equipment that, in the aggregate during any 12 month period, has a fair market or book value (whichever is more) of $5,000,000 or less; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) a sale or grant of non-exclusive licenses of Intellectual Property entered into in the Ordinary Course of Business; (e) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from a Borrower’s default; (f) leases, sales or other dispositions of Property (other than any Revolver Priority Collateral) that, in the aggregate during any Fiscal Year, do not exceed more than 5% of Consolidated Tangible Assets; (g) a disposition of Property (other than any Revolver Priority Collateral) that is exchanged for credit against the purchase price of similar replacement property; (h) a transfer of Property by a Borrower to another Borrower; or (i) approved in writing by Agent and Required Lenders.
Permitted Asset Disposition as long as no Default or Event of Default exists or would result therefrom, and, if so required pursuant to Section 5.2, all Net Proceeds are remitted to Agent for application to the Obligations pursuant to Section 5.5, an Asset Disposition that is (a) a sale of Inventory or Equipment in the Ordinary Course of Business; (b) a disposition of Equipment so long as (x) the Equipment subject to such disposition has a fair market value or book value (whichever is more) of $1,000,000 or less and (y) all Equipment disposed of pursuant to this clause (b) in the aggregate during any Fiscal Year of the Parent has a fair market or book value (whichever is more) of $5,000,000 or less, (c) a disposition of Equipment or Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business, (d) the licensing of Intellectual Property to third Persons on reasonable and customary terms in the ordinary course of business consistent with past practice; provided that such licensing does not materially interfere with the business of the Parent or any other Obligor, (e) the sale or other disposition of Cash Equivalents, (f) dispositions of accounts receivable (other than Credit Card Receivables) in connection with the compromise, settlement or collection thereof in the Ordinary Course of Business or in bankruptcy or similar proceedings (it being understood that customary chargebacks and offsets, discounts, allowances and credits by Credit Card Processors made in the ordinary course of business shall not constitute a disposition of a Credit Card Receivable for the purposes of this clause (f)), (g) any Permitted Distribution, (h) any Investment which is not a Restricted Investment, (i) the unwinding of any Hedging Agreements, (j) subleases entered into in the ordinary course of business of any Obligor, (k) the disposition of any Real Estate which, pursuant to Section 7.3, is not required to be subject to a Mortgage hereunder, (l) the disposition of any Real Estate which is required to be subject to a Mortgage hereunder, so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Obligors receive, at the consummation of such Asset Disposition, gross proceeds, in cash, from such sale in an amount not less than 70% of the appraised value of such Real Estate, as set forth in the most recent appraisal provided to the Agent, (m) the disposition by Borrower Agent (or any of its Subsidiaries) of 100% of t...
Permitted Asset Disposition a sale of Inventory in the Ordinary Course of Business;
Permitted Asset Disposition an Asset Disposition that is (a) a sale of Inventory in the Ordinary Course of Business; (b) one or more dispositions of Equipment or Real Estate so long as the net book value, as determined in accordance with GAAP, in the aggregate for all such dispositions does not exceed $5,000,000 over the term of the Agreement; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) termination of a lease of real or personal Property or License that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default; (e) disposition of Investments of the type described in clause (c) of the definition of “Restricted Investments” in the ordinary course of management of the investment portfolio of Borrowers and Subsidiaries; (f) replacement of Equipment that is worn, damaged or obsolete with Equipment of like function and value, if the replacement Equipment is acquired substantially contemporaneously with such disposition and is free of Liens, (g) the sale of the Phat Farm business and related intellectual property, so long as no Event of Default exists and the gross cash proceeds from such sale are not less than $4,000,000, or (h) otherwise permitted under the Revolver Agreement, as in effect on the date hereof, provided, however, that no Event of Default exists and all Asset Dispositions pursuant to this clause (h) shall not exceed $2,500,000 in the aggregate during any Fiscal Year or $5,000,000 in the aggregate over the term of the Agreement.
Permitted Asset Disposition. Notwithstanding anything to the contrary in this Agreement, the Company shall, and shall be permitted to, take all actions expressly and specifically required to be taken in connection with the consummation of the Permitted Asset Disposition pursuant to the terms of the applicable Permitted Asset Disposition Agreement.
Permitted Asset Disposition. In the event of any Permitted Asset Disposition by the Borrower or any of its Subsidiaries, no later than five (5) Business Days prior to the occurrence of such proposed disposition, the Borrower will deliver to the Lender a certificate signed by an Authorized Officer of the Borrower in form and detail reasonably satisfactory to the Lender, stating the expected amount of the Net Available Proceeds of such proposed disposition, and (i) if the Funding Date has occurred, the Borrower shall repay or cause to be repaid the Loan within five (5) Business Days following the receipt by the Borrower of the Net Available Proceeds of such Permitted Asset Disposition in an aggregate amount equal to 100% of such Net Available Proceeds or (ii) if the Funding Date has not occurred, the Commitments shall be subject to automatic reduction on the date of the receipt by the Borrower of such Net Available Proceeds by an aggregate amount equal to 100% of such Net Available Proceeds; provided that in lieu of making such prepayment or Commitment reduction the Borrower may elect, by written notice to the Lender prior to its receipt of such Net Available Proceeds, to deposit all or a portion of such Net Available Proceeds into the Cash Collateral Account and the repayment obligation or Commitment reduction otherwise required pursuant to this paragraph (a) shall be reduced by the amount so deposited.
Permitted Asset Disposition an Asset Disposition that is
Permitted Asset Disposition a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Property that, in the aggregate during any 12 consecutive Fiscal Month period, has a fair market or book value (whichever is more) of $10,000,000 or less; provided that the Net Proceeds of such disposition are used to acquire Property useful in the business of the Obligors within 365 days (or such longer period as Agent shall consent to in writing) of receipt of such Net Proceeds (or a binding commitment to acquire such Property is entered into within 365 days and such reinvestment is actually made within the later of 365 days or 180 days from the date of such binding commitment, or, in each case, such longer period as Agent shall consent to in writing), and to the extent the Net Proceeds exceed $500,000, Borrower shall have delivered an officer’s certificate within five Business Days of such disposition stating such intent; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsaleable in the Ordinary Course of Business and sales, discounts and write-offs of Accounts in the Ordinary Course of Business; (d) termination of a lease, sublease, license, sublicense, use agreement or similar agreement of real or personal Property which could not reasonably be expected to have a Material Adverse Effect; (e) the leasing (including subleasing) or licensing (including sublicensing) of Intellectual Property, personal Property or real Property in the Ordinary Course of Business or the abandonment of Intellectual Property in the Ordinary Course of Business; (f) dispositions of obsolete, uneconomical, negligible, worn-out or surplus property; (g) sales of Cash Equivalents and marketable securities; (h) sales, transfers, leases, exchanges and dispositions (1) among the Obligors, (2) from non-Obligors to the Obligors, (4) among non-Obligors, or (5) to the extent constituting a Permitted Foreign Investment, from Obligors or Domestic Subsidiaries to non-Obligor Subsidiaries; (i) granting of Permitted Liens; (j) mergers, consolidations, amalgamations, liquidations and dissolutions to the extent permitted by Section 10.2.10; (k) termination of any Hedging Agreement; (l) any disposition of Real Estate to a Governmental Authority as a result of casualty or a condemnation of such Real Estate; (m) issuances of Equity Interests to qualifying directors of Foreign Subsidiaries; (n) the capitalization or forgiveness of Debt owed to it by other Obligors or Subsidiaries if such capital...
Permitted Asset Disposition. Parent shall be entitled, but under no obligation, to sell, transfer, license, assign or otherwise divest the Potentially Transferable Assets to one or more third parties in one or a series of transactions prior to or concurrently with the Closing; provided, that any such Permitted Asset Disposition shall require, to the extent consistent with applicable Laws, the written consent of the Company, not to be unreasonably withheld, conditioned or delayed, if such Permitted Asset Disposition would create any post-disposition material liabilities for Parent following the Closing. Each Party acknowledges that Parent may not be successful in completing, or may determine not to proceed with, any Permitted Asset Dispositions. For clarity, if the Permitted Asset Dispositions are not completed prior to, concurrently with, or immediately following the Closing, the Potentially Transferable Assets shall be retained by Parent.
Permitted Asset Disposition or (B) a proposed sale of the Stock of one or more Subsidiaries of the Company (a "Permitted Stock Disposition"), in a single transaction or series of related transactions, to a Person or Persons which is not or are not an Affiliate or Affiliates of the Company or any of its Subsidiaries, on an arms-length basis, may occur in any fiscal year of the Company so long as the aggregate consideration paid by such acquiring Person or Persons (inclusive of the fair value of any non-cash Property received as consideration) from all Permitted Asset Dispositions and all Permitted Stock Dispositions which occur during such fiscal year does not exceed five percent (5%) of Consolidated Net Worth and (ii) the Company may consummate the Disclosed Divestitures; provided, however, that no Permitted Asset Disposition (other than a Disclosed Divestiture) or Permitted Stock Disposition may occur if a Default shall have then occurred and is then continuing or would be caused by such proposed Permitted Asset Disposition or Permitted Stock Disposition, in each case if consummated; provided further that the ability to consummate such Disclosed Divestiture shall not constitute a waiver of any such Default.
