Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may: (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2; (ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrower, (B) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that is not a Subsidiary of the Borrower, or (C) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, or (D) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that: (1) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash, (2) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, and (3) contemporaneously with the completion of such transaction, the Borrower shall prepay its Loans as and to the extent required by section 5.2 hereof; and (iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (Lesco Inc/Oh), Credit Agreement (Lesco Inc/Oh)
Permitted Dispositions. If no Default or Event of Potential Default shall have occurred and be continuing or would result therefrom, the Borrower Parent or Lessee or any of its the Subsidiaries may:
, except with respect to the Equipment, (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrowerperson, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary Subsidiary, other than Lessee or a Material Subsidiary, owned by the Borrower Parent or Lessee or any other Subsidiary Subsidiary, other than Lessee or a Material Subsidiary, to any person that is not a Subsidiary of the Borrowerperson, or (Ciii) permit any Subsidiary Subsidiary, other than Lessee or a Material Subsidiary, to be merged or consolidated with a person that which is not an Affiliate of the BorrowerParent or Lessee, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the BorrowerParent or Lessee; PROVIDED that:
(1A) the consideration for such transaction (1) represents fair value (as determined by management of the BorrowerLessee), and at least 7580% of such consideration consists of cash, and (2) does not exceed, when aggregated with the consideration of any other transaction or transactions of the Parent, Lessee or any Subsidiary during the then current fiscal year permitted under this Paragraph (m)(c), $10,000,000,
(2B) in the case of any such transaction involving consideration equal to or in excess of $10,000,0001,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower transaction Lessee shall have delivered to the Administrative Agent Lessor an officer's certificate executed on behalf of the Borrower Lessee by an Authorized Officer Principal Officers of the BorrowerLessee, which certificate shall contain (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, (2) a certification that no Default or Event of Potential Default has occurred and is continuing, or would result from consummation of such transaction, and, and (3) which shall (if requested by the Administrative Agent, Lessor) include a certified copy of the draft or definitive documentation pertaining thereto, ; and
(3C) contemporaneously with the completion of such transaction, transaction the Borrower shall Parent and Lessee prepay its Loans their obligations under the Credit Agreement as and to the extent required by section 5.2 hereofthereof; and
(iii) in addition to and PROVIDED, FURTHER, that sales or other dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time inventory in the ordinary course of businessbusiness or of obsolete or worn out equipment or fixtures (other than the Equipment) in the ordinary course of business may be effected without compliance with the above provisions and the amount of any such sales or other dispositions shall be excluded from any computations under this Paragraph (m)(c).
Appears in 2 contracts
Samples: Master Lease Agreement (Brush Engineered Materials Inc), Master Lease Agreement (Brush Engineered Materials Inc)
Permitted Dispositions. If no Default or Event of Default shall have occurred The Borrower will not, and be continuing or would result therefrom, the Borrower or will not permit any of its Subsidiaries mayto, Dispose of any of the Borrower’s or such Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is:
(ia) sell all inventory or part obsolete, no longer used or useful, damaged, worn out or surplus property Disposed of in the accounts receivable ordinary course of its business (including, the abandonment of intellectual property which is obsolete, no longer used or useful or that in the Borrower’s good faith judgment is no longer material in the conduct of the Borrower and is Subsidiaries’ business taken as a whole):
(b) permitted by Section 7.2.10;
(c) accounts receivable or any Subsidiary in connection with related asset Disposed of pursuant to a Permitted Asset Securitization, so long as, contemporaneously with the completion Securitization or a Permitted Factoring Facility;
(d) of such transaction, the Borrower prepays its Loans as and property to the extent required by section 5.2that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;
(iie) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrower, (B) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned property by the Borrower or any other Subsidiary to any person Subsidiary; provided that if the transferor of such property is not a Subsidiary of an Obligor (i) the Borrower, transferee must be an Obligor or (Cii) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, or (D) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that:
(1) the consideration for extent such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
(2) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower shall have delivered to the Administrative Agent constitutes an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date Investment such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, andpermitted under Section 7.2.5;
(3f) contemporaneously with the completion of such transaction, the Borrower shall prepay its Loans as and to the extent required by section 5.2 hereof; andcash or Cash Equivalent Investments;
(iiig) of accounts receivable in addition to dispositions permitted pursuant to subpart (i) and (ii) aboveconnection with compromise, the Borrower and its Subsidiaries may sell write down or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time collection thereof in the ordinary course of business;
(h) constituting leases, subleases, licenses or sublicenses of property (including intellectual property) in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries;
(i) constituting a transfer of property subject to a Casualty Event (i) upon receipt of Net Casualty Proceeds of such Casualty Event or (ii) to a Governmental Authority as a result of condemnation;
(j) sales of a non-core assets acquired in connection with a Permitted Acquisition which are not used or useful or are duplicative in the business of the Borrower or its Subsidiaries;
(k) a grant of options to purchase, lease or acquire real or personal property in the ordinary course of business, so long as the Disposition resulting from the exercise of such option would otherwise be permitted under this Section 7.2.11;
(l) Dispositions of Investments in Foreign Subsidiaries, to the extent required by, or made pursuant to buy/sell arrangements between, Foreign Subsidiaries;
(m) Dispositions of the property described on Item 7.2.11(m) of the Disclosure Schedule; or
(n) Dispositions of assets not otherwise permitted pursuant to preceding clauses (a) – (m) of this Section 7.2.11 so long as (i) each such Disposition is for fair market value and the consideration received consists of no less than 75% in cash and Cash Equivalent Investments, (ii) the ratio of Total Senior Secured Debt on such day to Total Tangible Assets as of such day would not exceed 0.50:1.00 after giving pro forma effect thereto and (iii) the Net Disposition Proceeds from such Disposition are applied pursuant to Sections 3.1.1 and 3.1.2.
Appears in 2 contracts
Samples: Credit Agreement (Hanesbrands Inc.), Credit Agreement (Hanesbrands Inc.)
Permitted Dispositions. If no Default or Event of Default shall have occurred The Borrower will not, and be continuing or would result therefrom, the Borrower or will not permit any of its Subsidiaries mayto, Dispose of any of the Borrower’s or such Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is:
(ia) sell all inventory or part obsolete, damaged, worn out or surplus property Disposed of in the accounts receivable ordinary course of its business, or the discounted sale of defaulted or delinquent trade receivables written off and reserved in the ordinary course of business;
(b) the sale of Hydrocarbons in the ordinary course of business;
(c) farmouts of undeveloped acreage and assignments in connection with such farmouts;
(d) Investment made in accordance with Section 7.2.5 and Restricted Payments made in accordance with Section 7.2.6;
(e) the sale or other Disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Subsidiary (other than EXXI GOM) of the Borrower or owning Oil and Gas Properties (including any Subsidiary interest in connection with a Permitted Asset Securitizationthe Southwest Speaks field in Lavaca County, so long as, contemporaneously with Texas); provided that (i) 100% of the completion consideration received in respect of such transactionsale or other Disposition shall be cash, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables the consideration received in respect of such sale or other intangible assets) Disposition shall be equal to any person that is not a Subsidiary or greater than the fair market value of the Borrower, (B) sell interests that are the entire capital stock (subject of such sale or other equity interests) and Indebtedness of any Subsidiary owned Disposition (as reasonably determined by the Borrower or any other Subsidiary to any person that is not a Subsidiary board of the Borrower, or (C) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, or (D) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that:
(1) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
(2) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf directors of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, and
(3) contemporaneously with the completion of such transaction, the Borrower shall prepay its deliver a certificate of a Authorized Officer of the Borrower certifying to that effect), (iii) upon a sale or other Disposition of Oil and Gas Property or any such Subsidiary owning Oil and Gas Properties that involves Oil and Gas Properties included in the most recently delivered Reserve Report (the “Subject Disposition”), if the consideration received for the Subject Disposition together with the consideration for all other sales and Dispositions of Oil and Gas Properties or any such Subsidiary owning Oil and Gas Properties that are included in the most recently delivered Reserve Report during any period between two successive determinations or redeterminations of the Borrowing Base exceeds $5,000,000 individually or in the aggregate, then, except in the case of the Approved Southwest Speaks Asset Sale, the Borrowing Base shall be reduced, effective immediately upon such Subject Disposition, by an amount equal to the value, if any, assigned to the relevant Oil and Gas Properties in the most recently delivered Reserve Report that were sold or otherwise Disposed in connection with such Subject Disposition, (iv) if any such sale or other Disposition is of any such Subsidiary owning Oil and Gas Properties, such sale or other Disposition shall include all the Capital Securities of such Subsidiary, and (v) notwithstanding Section 3.1.1(c), if a Borrowing Base Deficiency exists at the time of such sale or Disposition or would result from the reduction of the Borrowing Base pursuant to this clause (e), then the proceeds of such sale or other Disposition shall be applied immediately to cure such Borrowing Base Deficiency first by prepaying the Revolving Loans as and second by Cash Collateralizing all outstanding Letters of Credit to the extent required by section 5.2 hereofof such Borrowing Base Deficiency; and
(iiif) in addition sales and other Dispositions of Properties not regulated by Section 7.2.10(a) to dispositions permitted pursuant (e) having a fair market value not to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at exceed $2,500,000 during any time in the ordinary course of business12-month period.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Energy XXI Texas, LP), First Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Permitted Dispositions. If no Default or Event of Default shall have occurred The Borrower will not, and be continuing or would result therefrom, the Borrower or will not permit any of its Subsidiaries mayto, Dispose of any of the Borrower’s or such Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is:
(ia) sell all inventory or part obsolete, damaged, worn out or surplus property Disposed of in the accounts receivable ordinary course of its business, or the discounted sale of defaulted or delinquent trade receivables written off and reserved in the ordinary course of business;
(b) the sale of Hydrocarbons in the ordinary course of business;
(c) farm outs of undeveloped acreage and assignments in connection with such farm outs;
(d) Investment made in accordance with Section 7.2.5 and Restricted Payments made in accordance with Section 7.2.6;
(e) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Subsidiary of the Borrower or owning Oil and Gas Properties (including any Subsidiary interest in connection with a Permitted Asset Securitizationthe Southwest Speaks field in Lavaca County, so long as, contemporaneously with Texas); provided that (i) 100% of the completion consideration received in respect of such transactionsale or other disposition shall be cash, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables the consideration received in respect of such sale or other intangible assets) disposition shall be equal to any person that is not a Subsidiary or greater than the fair market value of the BorrowerOil and Gas Property, (B) sell the entire capital stock (interest therein or Subsidiary subject of such sale or other equity interests) and Indebtedness of any Subsidiary owned disposition (as reasonably determined by the Borrower or any other Subsidiary to any person that is not a Subsidiary board of the Borrower, or (C) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, or (D) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that:
(1) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
(2) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf directors of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, and
(3) contemporaneously with the completion of such transaction, the Borrower shall prepay its Loans as deliver a certificate of an Authorized Officer of the Borrower certifying to that effect), (iii) if any such sale or other disposition is of a Subsidiary owning Oil and to Gas Properties, such sale or other disposition shall include all the extent required by section 5.2 hereofCapital Securities of such Subsidiary; and
(iiif) in addition sales and other dispositions of Properties not regulated by Section 7.2.10(a) to dispositions permitted pursuant (e) having a fair market value not to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at exceed $2,000,000 during any time in the ordinary course of business12-month period.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Energy Xxi (Bermuda) LTD), Second Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED that:
(1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 7590% of such consideration consists of cash,
(2B) the aggregate consideration for all such transactions completed in any fiscal year does not exceed $10,000,000,
(C) in the case of any such transaction involving consideration in excess of $10,000,0001,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent Lender an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred financial information pertaining to compliance with the preceding clause (A), and is continuing, or would result from consummation of such transaction, and, which shall (if requested by the Administrative Agent, Lender) include a certified copy of the draft or definitive documentation pertaining thereto, and
(3D) contemporaneously with the completion of such transactiontherewith, the Borrower shall prepay its prepays Loans as and to the extent required contemplated by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business4.2(b).
Appears in 1 contract
Samples: Subordinated Credit Agreement (Value City Department Stores Inc /Oh)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED that:
(1a) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 7590% of such consideration consists of cash,
(2b) in the case of any such transaction involving consideration in excess of $10,000,0001,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, (2) a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, and (3) which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, ; and
(3c) contemporaneously with the completion of such transaction, transaction the Borrower shall prepay prepays its Loans as if and to the extent required by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.
Appears in 1 contract
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the a Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrowerperson, (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary Subsidiary, other than a Material Subsidiary, owned by the a Borrower or any other Subsidiary Subsidiary, other than a Material Subsidiary, to any person that is not a Subsidiary of the Borrowerperson, or (Ciii) permit any Subsidiary Subsidiary, other than a Material Subsidiary, to be merged or consolidated with a person that which is not an Affiliate of the BorrowerGenlyte Group, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the that Borrower; PROVIDED provided that:
(1A) the consideration for such transaction (1) represents fair value (as reasonably determined by management of the BorrowerGenlyte Group), and at least 75% (2) does not exceed, when aggregated with the consideration of any other transaction or transactions of any Borrower or any of its Subsidiaries during the then current fiscal year permitted under this section 11.2(c), twenty percent (20%) of the Consolidated Net Worth as of the date of such consideration consists of cashtransaction,
(2B) in the case of any such transaction involving consideration equal to or in excess of $10,000,00025,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower Borrowers shall have delivered to the Administrative Agent Agents an officer's ’s certificate executed on behalf of the Borrower Borrowers by an Authorized Officer Principal Officers of the BorrowerBorrowers, which certificate shall contain (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, (2) a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, and (3) which shall (if requested by the Administrative Agent, Agents) include a certified copy of the draft or definitive documentation pertaining thereto, and
(3C) contemporaneously with the completion of such transaction, transaction the Borrower shall Borrowers prepay its their Loans as and to the extent required by section 5.2 7.2 hereof; and
(iii) in addition to and provided, further, that sales or other dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time inventory in the ordinary course of businessbusiness or of obsolete or worn out equipment or fixtures in the ordinary course of business may be effected without compliance with the above provisions and the amount of any such sales or other dispositions shall be excluded from any computations under this section 11.2(c).
Appears in 1 contract
Samples: Credit Agreement (Genlyte Group Inc)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that Person which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that Person which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that Person which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that Person who is not a Subsidiary of the Borrower; PROVIDED that:
(1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 7580% of such consideration consists of cash,;
(2B) the cumulative aggregate consideration for all such transactions (other than any Exempted Disposition) completed during any fiscal year does not exceed $25,000,000;
(C) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, (2) a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, and (3) which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, ; and
(3D) contemporaneously with the completion of such transaction, transaction the Borrower shall prepay its prepays the Loans as and to the extent required by section 5.2 hereof; and
. Notwithstanding the foregoing clauses (iiiA) in addition to dispositions permitted pursuant to subpart through (i) and (ii) aboveD), the Borrower and its Subsidiaries may sell or otherwise in any event dispose of obsolete, worn out or surplus equipment sell the assets or fixtures at any time in divisions comprising the ordinary course of businessExempted Dispositions.
Appears in 1 contract
Permitted Dispositions. If (a) Subject to the provisions of this Section 12.15 and the requirements contained in the definition of Permitted Dispositions, the Borrower may effect one or more Permitted Dispositions, so long as (i) cash and non-cash proceeds received in connection with all such Permitted Dispositions in excess of $8,500,000 are used (a) prior to the Commitment Termination Date to repay Term Loans, Swingline Loans and Revolving Loans pursuant to Sections 4.1 and 4.2 or (b) on or after the Commitment Termination Date to repay Supplemental Term Loans pursuant to Section 4.5; (ii) no Default or Event of Default shall have occurred and be continuing is in existence at the time of the consummation of a Permitted Disposition or would result therefrom, exist after giving effect thereto; (iii) each Permitted Disposition shall be an arm's-length transaction for fair market value (as determined by the Borrower or any of its Subsidiaries may:
(i) sell all or part of the accounts receivable management of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrower, (B) sell the entire capital stock (or other equity interestsgood faith) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that is not shall involve a Subsidiary of the Borrower, or (C) permit any Subsidiary to be merged or consolidated with a person that purchaser who is not an Affiliate of the Borrower, or ; (D) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that:
(1iv) the consideration for such transaction represents fair value (as determined by management of Borrower shall have given the Borrower), Agent and the Banks at least 75% of such consideration consists of cash,
(2) in the case of any such transaction involving consideration in excess of $10,000,000, at least five three Business Days prior to the date written notice of completion of such transaction, a Permitted Disposition; (v) the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of by the Borrower by an Authorized Officer chief financial officer of the Borrower, which certificate shall contain a description certifying as to compliance with the requirements of preceding clauses (i), (ii) and (iii); and (vi) such sale or closure complies with the other requirements of this Section 12.15. Notwithstanding anything to the contrary in Section 8.9, the Borrower will not permit the total annual EBITDA of all Permitted Disposition Stores to exceed $1 million. For purpose of the proposed transactionforegoing, each Permitted Disposition Store's EBITDA shall be computed by annualizing the date such transaction is scheduled store's EBITDA for the fiscal quarter immediately preceding its disposition. The consummation of a Permitted Disposition shall be deemed to be consummateda representation and warranty by the Borrower that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Sections 6 and 9.
(b) The Borrower may effect one or more Supplemental Permitted Dispositions so long as (i) each such Supplemental Permitted Disposition is effected solely for cash; (ii) cash received in connection with all such Supplemental Permitted Dispositions in excess of $3,500,000 is used (a) prior to the estimated purchase price Commitment Termination Date to repay Term Loans, Swingline Loans and Revolving Loans pursuant to Sections 4.1 and 4.2 or other consideration for such transaction, a certification that (b) on or after the Commitment Termination Date to repay Supplemental Term Loans pursuant to Section 4.5; (iii) no Default or Event of Default has occurred and is continuing, in existence at the time of the consummation of a Supplemental Permitted Disposition or would result from consummation of such transaction, and, if requested exist after giving effect thereto; (iv) each Supplemental Permitted Disposition shall be an arm's-length transaction for fair market value (as determined by the Administrative Agent, a certified copy management of the draft or definitive documentation pertaining thereto, and
Borrower in good faith) and shall involve a purchaser who is not an Affiliate of the Borrower; (3v) contemporaneously with the completion of such transaction, the Borrower shall prepay its Loans as have given the Agent and the Banks at least three Business Days prior written notice of each Supplemental Permitted Disposition generating more than $1,000,000 of cash proceeds; and (vi) the Borrower shall have delivered to the extent required Agent an officer's certificate, executed by section 5.2 hereof; andthe chief financial officer of the Borrower, certifying as to compliance with the requirements of the preceding clauses (i), (ii), (iii), and (iv). The consummation of a Supplemental Permitted Disposition shall be deemed to be a representation and warranty by the Borrower that all conditions thereto have been satisfied and that the same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Sections 6 and 9. 155
(iiic) The Borrower confirms that, at the time of each Permitted Disposition and Supplemental Permitted Disposition and upon the terms covered and set forth in addition the Borrower Security Agreement, Subsidiary Security Agreement and the Mortgages, security interests are created and are granted to dispositions permitted pursuant the Collateral Agent, for the benefit of the Secured Parties, in the proceeds from such Permitted Disposition and Supplemental Permitted Disposition. The Borrower shall at its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Agent to subpart (i) and (ii) abovebe necessary or desirable for the perfection of the foregoing security interests including, without limitation, the Borrower and its Subsidiaries may sell or otherwise dispose filing of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of businessUCC-1's.
Appears in 1 contract
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED that:
(1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
(2B) the aggregate consideration for all such transactions completed during the then current fiscal year does not exceed an amount equal to 5% of the Borrower's Consolidated Total Assets as of the commencement of such fiscal year; and
(C) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, (2) financial information pertaining to compliance with the preceding clauses (A) and (B), (3) a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, and (4) which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, and
(3) contemporaneously with the completion of such transaction, the Borrower shall prepay its Loans as and to the extent required by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Stoneridge Inc)
Permitted Dispositions. If no Default or Event of Default shall have occurred The Borrower will not, and be continuing or would result therefrom, the Borrower or will not permit any of its Subsidiaries mayto, Dispose of any of the Borrower’s or such Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is:
(ia) sell all inventory or part obsolete, no longer used or useful, damaged, worn out or surplus property Disposed of in the accounts receivable ordinary course of its business (including, the abandonment of intellectual property which is obsolete, no longer used or useful or that in the Borrower’s good faith judgment is no longer material in the conduct of the Borrower and is Subsidiaries’ business taken as a whole):
(b) permitted by Section 7.2.10;
(c) accounts receivable or any Subsidiary in connection with related asset Disposed of pursuant to a Permitted Asset Securitization, so long as, contemporaneously with the completion Securitization or a Permitted Factoring Facility;
(d) of such transaction, the Borrower prepays its Loans as and property to the extent required by section 5.2that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;
(iie) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrower, (B) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned property by the Borrower or any other Subsidiary to any person Subsidiary; provided that if the transferor of such property is not a Subsidiary of an Obligor (i) the Borrower, transferee must be an Obligor or (Cii) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, or (D) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that:
(1) the consideration for extent such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
(2) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower shall have delivered to the Administrative Agent constitutes an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date Investment such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, andpermitted under Section 7.2.5;
(3f) contemporaneously with the completion of such transaction, the Borrower shall prepay its Loans as and to the extent required by section 5.2 hereof; andcash or Cash Equivalent Investments;
(iiig) of accounts receivable in addition to dispositions permitted pursuant to subpart (i) and (ii) aboveconnection with compromise, the Borrower and its Subsidiaries may sell write down or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time collection thereof in the ordinary course of business;
(h) constituting leases, subleases, licenses or sublicenses of property (including intellectual property) in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries;
(i) constituting a transfer of property subject to a Casualty Event (i) upon receipt of Net Casualty Proceeds of such Casualty Event or (ii) to a Governmental Authority as a result of condemnation;
(j) sales of a non-core assets acquired in connection with a Permitted Acquisition which are not used or useful or are duplicative in the business of the Borrower or its Subsidiaries;
(k) a grant of options to purchase, lease or acquire real or personal property in the ordinary course of business, so long as the Disposition resulting from the exercise of such option would otherwise be permitted under this Section 7.2.11;
(l) Dispositions of Investments in Foreign Subsidiaries, to the extent required by, or made pursuant to buy/sell arrangements between, Foreign Subsidiaries;
(m) Dispositions of the property described on Item 7.2.11(m) of the Disclosure Schedule; or
(n) Dispositions of assets not otherwise permitted pursuant to preceding clauses (a) — (m) of this Section 7.2.11 so long as (i) each such Disposition is for fair market value and the consideration received consists of no less than 75% in cash and Cash Equivalent Investments, (ii) the Senior Secured Leverage Ratio would not exceed
0.50:1. 00 after giving pro forma effect thereto and (iii) the Net Disposition Proceeds from such Disposition are applied pursuant to Sections 3.1.1 and 3.1.2.
Appears in 1 contract
Samples: Credit Agreement (Hanesbrands Inc.)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower Company or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that which is not a Subsidiary of the BorrowerCompany, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower Company or any other Subsidiary to any person that which is not a Subsidiary of the BorrowerCompany, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that which is not an Affiliate of the BorrowerCompany, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the BorrowerCompany; PROVIDED provided that:
(1A) the consideration for such transaction represents fair value (as determined by management of the BorrowerCompany), and at least 7580% of such consideration consists of cash,;
(2B) the cumulative aggregate consideration for all such transactions completed during any fiscal year does not exceed $50,000,000;
(C) in the case of any such transaction involving consideration in excess of $10,000,00025,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower Company shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower Company by an Authorized Officer of the BorrowerCompany, which certificate shall contain (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, (2) a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, and (3) which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, ; and
(3D) contemporaneously with the completion of such transaction, transaction the Borrower shall prepay its Company prepays the Loans as and to the extent required by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Om Group Inc)
Permitted Dispositions. If no Default or Event of Default shall have occurred The Borrower will not, and be continuing or would result therefrom, the Borrower or will not permit any of its Subsidiaries mayto, Dispose of any of the Borrower’s or such Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is:
(ia) sell all inventory or part obsolete, no longer used or useful, damaged, worn out or surplus property Disposed of in the accounts receivable ordinary course of its business (including, the abandonment of intellectual property which is obsolete, no longer used or useful or that in the Borrower’s good faith judgment is no longer material in the conduct of the Borrower and is Subsidiaries’ business taken as a whole):
(b) permitted by Section 7.2.10;
(c) accounts receivable or any Subsidiary in connection with related asset Disposed of pursuant to a Permitted Asset Securitization, so long as, contemporaneously with the completion Securitization or a Permitted Factoring Facility;
(d) of such transaction, the Borrower prepays its Loans as and property to the extent required by section 5.2that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;
(iie) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrower, (B) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned property by the Borrower or any other Subsidiary to any person Subsidiary; provided that if the transferor of such property is not a Subsidiary of an Obligor (i) the Borrower, transferee must be an Obligor or (Cii) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, or (D) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that:
(1) the consideration for extent such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
(2) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower shall have delivered to the Administrative Agent constitutes an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date Investment such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, andpermitted under Section 7.2.5;
(3f) contemporaneously with the completion of such transaction, the Borrower shall prepay its Loans as and to the extent required by section 5.2 hereof; andcash or Cash Equivalent Investments;
(iiig) of accounts receivable in addition to dispositions permitted pursuant to subpart (i) and (ii) aboveconnection with compromise, the Borrower and its Subsidiaries may sell write down or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time collection thereof in the ordinary course of business;
(h) constituting leases, subleases, licenses or sublicenses of property (including intellectual property) in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries;
(i) constituting a transfer of property subject to a Casualty Event (i) upon receipt of Net Casualty Proceeds of such Casualty Event or (ii) to a Governmental Authority as a result of condemnation;
(j) sales of a non-core assets acquired in connection with a Permitted Acquisition which are not used or useful or are duplicative in the business of the Borrower or its Subsidiaries;
(k) a grant of options to purchase, lease or acquire real or personal property in the ordinary course of business, so long as the Disposition resulting from the exercise of such option would otherwise be permitted under this Section 7.2.11;
(l) Dispositions of Investments in Foreign Subsidiaries, to the extent required by, or made pursuant to buy/sell arrangements between, Foreign Subsidiaries;
(m) Dispositions of the property described on Item 7.2.11(m) of the Disclosure Schedule; or
(n) Dispositions of assets not otherwise permitted pursuant to preceding clauses (a) — (m) of this Section 7.2.11 so long as (i) each such Disposition is for fair market value and the consideration received consists of no less than 75% in cash and Cash Equivalent Investments, (ii) the ratio of Total Senior Secured Leverage RatioDebt on such day to Total Tangible Assets as of such day would not exceed 0.50:1.00 after giving pro forma effect thereto and (iii) the Net Disposition Proceeds from such Disposition are applied pursuant to Sections 3.1.1 and 3.1.2.
Appears in 1 contract
Samples: Credit Agreement (Hanesbrands Inc.)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower a Borrower, GTG Intangible or any of its their respective Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrowerperson, (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary Subsidiary, other than a Material Subsidiary, owned by the Borrower a Borrower, GTG Intangible or any other Subsidiary of a Borrower or GTG Intangible, other than a Material Subsidiary, to any person that is not a Subsidiary of the Borrowerperson, or (Ciii) permit any Subsidiary of a Borrower or GTG Intangible, other than a Material Subsidiary, to be merged or consolidated with a person that which is not an Affiliate of the BorrowerBorrowers, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of that Borrower or GTG Intangible, as the Borrowercase may be; PROVIDED provided that:
(1A) the consideration for such transaction (1) represents fair value (as reasonably determined by management of the BorrowerGenlyte Xxxxxx), and at least 75% (2) does not exceed, when aggregated with the consideration of any other transaction or transactions of any Borrower, GTG Intangible or any of their respective Subsidiaries during the then current fiscal year permitted under this section 9.2(c), twenty percent (20%) of the Combined Net Worth as of the date of such consideration consists of cashtransaction,
(2B) in the case of any such transaction involving consideration equal to or in excess of $10,000,00025,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower Borrowers shall have delivered to the Administrative Agent Agents an officer's ’s certificate executed on behalf of the Borrower Borrowers by an Authorized Officer Principal Officers of the BorrowerBorrowers, which certificate shall contain (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, (2) a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, and (3) which shall (if requested by the Administrative Agent, Agents) include a certified copy of the draft or definitive documentation pertaining thereto, and
(3C) contemporaneously with the completion of such transaction, transaction the Borrower shall Borrowers prepay its their Loans as and to the extent required by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Genlyte Group Inc)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED that:
(1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 7580% of such consideration consists of cash,
(2B) the cumulative aggregate consideration for all such transactions completed during any fiscal year does not exceed $25,000,000;
(C) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, (2) a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, and (3) which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, ; and
(3D) contemporaneously with the completion of such transaction, transaction the Borrower shall prepay prepays its Loans as and to the extent required by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Om Group Inc)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
: (i) consummate any Permitted Disposition and sell all or part of the accounts receivable of Solvent Recovery Business and the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
Bodenfelde Facility; (ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrower, ; (Biii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that is not a Table of Contents Subsidiary of the Borrower, or ; (Civ) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, ; or (Dv) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED provided that:
(1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and other than with respect to the Bodenfelde Facility, the Solvent Recovery Business or Permitted Dispositions, at least 7590% of such consideration consists of cash,, and with respect to Asset Sales relating to the Bodenfelde Facility or the Solvent Recovery Business, and at least 65% of such consideration consists of cash;
(2B) the cumulative aggregate consideration for all such transactions (excluding the Permitted Dispositions and the dispositions of the Solvent Recovery Business and the Bodenfelde Facility) completed during any fiscal year does not exceed $5,000,000;
(C) in the case of any such transaction involving consideration in excess of $10,000,0001,500,000 and any Asset Sale relating to the Bodenfelde Facility or the Solvent Recovery Business, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's ’s certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain contain: (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction; (2) a description of the contemplated use of the Cash Proceeds from such Asset Sale, together with a certification that such Cash Proceeds will be used as described; (3) a certification that the Borrower would, after giving effect to such transaction, be in compliance, on a pro forma basis, with the financial covenants contained in sections 10.7, 10.8, 10.9 and 10.10, such pro forma ratios being determined as if such transaction had been completed at the beginning of the most recent period of four consecutive fiscal quarters of the Borrower; (4) a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, ; and (5) if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, and;
(3D) contemporaneously with the completion of such transaction, transaction the Borrower shall prepay prepays its Loans as and to the extent required by section 5.2 6.2 hereof; and
(iii) in addition to and provided, further, that sales or other dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures may be effected at any time in the ordinary course of businessbusiness without compliance with the above provisions and the amount of any such sales or other dispositions shall be excluded from any computations under this section 10.2(d).
Appears in 1 contract
Permitted Dispositions. If no Default or Event of Default shall have occurred The Borrower will not, and be continuing or would result therefrom, the Borrower or will not permit any of its Subsidiaries mayto, Dispose of any of the Borrower’s or such Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is:
(ia) sell all inventory or part obsolete, damaged, worn out or surplus property Disposed of in the accounts receivable ordinary course of its business, or the Borrower discounted sale of defaulted or any Subsidiary delinquent trade receivables written off and reserved in the ordinary course of business;
(b) the sale of Hydrocarbons in the ordinary course of business;
(c) farmouts of undeveloped acreage and assignments in connection with a Permitted Asset Securitizationsuch farmouts and reassignments of acreage pursuant to farm in agreements entered into in the ordinary course of business on customary industry terms, so long as, contemporaneously with provided that in the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary reasonable determination of the Borrower, (B) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that is Administrative Agent such reassigned acreage does not have a Subsidiary of the Borrower, or (C) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, or (D) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that:
(1) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75PV 9% of such consideration consists of cash,
(2) in the case of any such transaction involving consideration Value attributable thereto in excess of $10,000,000250,000 or $1,000,000 in the aggregate for all such acreage so reassigned during any calendar year;
(d) an Investment made in accordance with Section 7.2.5 and Restricted Payments made in accordance with Section 7.2.6;
(e) the assignment, at least five Business Days prior to termination, modification, offset or unwinding of any hedging position of any Obligor unless the date of completion cash proceeds of such transactiontransaction shall be used to pay outstanding Loans and, if such proceeds are in excess of the total outstanding principal amount of the Loans, Borrower shall have delivered use such cash to Cash Collateralize Letter of Credit Outstandings as provided in Section 2.6.7; provided that the Borrowing Base, if any, shall automatically without further action by any Person reduce by the value attributed to such hedging position by the Administrative Agent an officer's certificate executed on behalf in setting such Borrowing Base;
(f) the sale or other Disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Subsidiary Guarantor (other than EXXI GOM) owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other Disposition shall be cash, (ii) the consideration received in respect of such sale or other Disposition shall be equal to or greater than the Fair Market Value of the interests that are the subject of such sale or other Disposition (as reasonably determined by the board of directors of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, and
(3) contemporaneously with the completion of such transaction, the Borrower shall prepay its deliver a certificate of an Authorized Officer of the Borrower certifying to that effect), (iii) the net proceeds of such sale or other Dispositions (net of (w) reasonable and customary costs and expenses of such sale or other Dispositions, (x) taxes paid or payable as a result thereof and (y) any amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustments associated with such Disposition) shall be used to pay outstanding Loans (with such payments applied in accordance with Section 3.1) and, if the net proceeds are in excess of the total outstanding principal amount of the Loans Borrower shall use such cash to Cash Collateralize Letter of Credit Outstandings as provided in Section 2.6.7 and (iv) the Borrowing Base, if any, shall automatically and immediately without further action by any Person reduce by the amount of such net proceeds from such sale or Disposition but not to less than zero;
(g) licenses of intellectual property, none of which, in the aggregate, materially impair the operation of the business of the Borrower or any Subsidiary Guarantor;
(h) the abandonment of intellectual property that is no longer material to the extent required by section 5.2 hereofoperation of the business of the Borrower or any Subsidiary Guarantor; and
(iii) in addition to dispositions permitted pursuant to subpart (i) sales and other Dispositions of Properties not otherwise expressly permitted by Section 7.2.10(a) to (iih) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at having a Fair Market Value not to exceed $2,500,000 during any time in the ordinary course of business12-month period.
Appears in 1 contract
Samples: First Lien Exit Credit Agreement (Energy XXI Gulf Coast, Inc.)
Permitted Dispositions. If no Default or Event of Potential Default shall have occurred and be continuing or would result therefrom, the Borrower Parent or Lessee or any of its the Subsidiaries may:
, except with respect to the Equipment, (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrowerperson, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary Subsidiary, other than Lessee or a Material Subsidiary, owned by the Borrower Parent or Lessee or any other Subsidiary Subsidiary, other than Lessee or a Material Subsidiary, to any person that is not a Subsidiary of the Borrowerperson, or (Ciii) permit any Subsidiary Subsidiary, other than Lessee or a Material Subsidiary, to be merged or consolidated with a person that which is not an Affiliate of the BorrowerParent or Lessee, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the BorrowerParent or Lessee; PROVIDED that:
(1a) the consideration for such transaction (1) represents fair value (as determined by management of the BorrowerLessee), and at least 7580% of such consideration consists of cash, and (2) does not exceed, when aggregated with the consideration of any other transaction or transactions of the Parent, Lessee or any Subsidiary during the then current fiscal year permitted under this Paragraph (m)(c), $10,000,000,
(2b) in the case of any such transaction involving consideration equal to or in excess of $10,000,0001,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower transaction Lessee shall have delivered to the Administrative Agent Lessor an officer's certificate executed on behalf of the Borrower Lessee by an Authorized Officer Principal Officers of the BorrowerLessee, which certificate shall contain (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, (2) a certification that no Default or Event of Potential Default has occurred and is continuing, or would result from consummation of such transaction, and, and (3) which shall (if requested by the Administrative Agent, Lessor) include a certified copy of the draft or definitive documentation pertaining thereto, ; and
(3c) contemporaneously with the completion of such transaction, transaction the Borrower shall Parent and Lessee prepay its Loans their obligations under the Credit Agreement as and to the extent required by section 5.2 hereofthereof; and
(iii) in addition to and PROVIDED, FURTHER, that sales or other dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time inventory in the ordinary course of businessbusiness or of obsolete or worn out equipment or fixtures (other than the Equipment) in the ordinary course of business may be effected without compliance with the above provisions and the amount of any such sales or other dispositions shall be excluded from any computations under this Paragraph (m)(c).
Appears in 1 contract
Samples: Master Lease Agreement (Brush Engineered Materials Inc)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, from the Borrower Amendment Effective Date through and including December 31, 2003, the Company or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that Person which is not a Subsidiary of the BorrowerCompany, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower Company or any other Subsidiary to any person that Person which is not a Subsidiary of the BorrowerCompany, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that Person which is not an Affiliate of the BorrowerCompany, or (Div) consummate any other Asset Sale with a person that Person who is not a Subsidiary of the BorrowerCompany; PROVIDED that:
(1A) the consideration for such transaction represents fair value (as determined by management of the BorrowerCompany), and at least 7580% of such consideration consists of cash,;
(2B) without the written consent of the Required Lenders, the cumulative aggregate consideration for all such transactions completed during such time period does not exceed $150,000,000;
(C) in the case of any such transaction involving consideration in excess of $10,000,00025,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower Company shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower Company by an Authorized Officer of the BorrowerCompany, which certificate shall (1) contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, (2) contain a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, andtogether with a demonstration (x) that the Company would be in compliance with each of the financial covenants contained in sections 9.7, if requested by 9.8, 9.9 and 9.10, inclusive, on a pro forma basis after giving effect to such disposition and (y) the Administrative Agentratio of Consolidated Total Senior Debt to Consolidated EBITDA, on a pro forma basis after giving effect to such disposition, would not be greater than such ratio prior to such disposition, and (3) include a certified copy of the draft or definitive documentation pertaining thereto, ; and
(3D) contemporaneously with the completion of such transactiontransaction the Company applies the proceeds therefrom to a prepayment of the Loans, the Borrower shall prepay its Loans as and to the extent required by allocated in accordance with section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Om Group Inc)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
(i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrower, (B) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that is not a Subsidiary of the Borrower, or (C) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, or (D) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that:
(1) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,;
(2) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, and
(3) contemporaneously with the completion of such transaction, the Borrower shall prepay its Loans as and to the extent required by section 5.2 hereof; and
(iiiii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business; and
(iii) sell all or part of the Receivables Related Assets in connection with a Permitted Asset Securitization.
Appears in 1 contract
Samples: Credit Agreement (Lesco Inc/Oh)
Permitted Dispositions. If no Default or Event of Default shall have occurred The Borrower will not, and be continuing or would result therefrom, the Borrower or will not permit any of its Subsidiaries mayto, Dispose of any of the Borrower’s or such Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is:
(ia) sell all inventory or part obsolete, damaged, worn out or surplus property Disposed of in the accounts receivable ordinary course of its business, or the discounted sale of defaulted or delinquent trade receivables written off and reserved in the ordinary course of business;
(b) the sale of Hydrocarbons in the ordinary course of business;
(c) farmouts of undeveloped acreage and assignments in connection with such farmouts;
(d) Investment made in accordance with Section 7.2.5 and Restricted Payments made in accordance with Section 7.2.6;
(e) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Subsidiary of the Borrower or owning Oil and Gas Properties (including any Subsidiary interest in connection with a Permitted Asset Securitizationthe Southwest Speaks field in Lavaca County, so long as, contemporaneously with Texas); provided that (i) 100% of the completion consideration received in respect of such transactionsale or other disposition shall be cash, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables the consideration received in respect of such sale or other intangible assets) disposition shall be equal to any person that is not a Subsidiary or greater than the fair market value of the BorrowerOil and Gas Property, (B) sell the entire capital stock (interest therein or Subsidiary subject of such sale or other equity interests) and Indebtedness of any Subsidiary owned disposition (as reasonably determined by the Borrower or any other Subsidiary to any person that is not a Subsidiary board of the Borrower, or (C) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, or (D) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that:
(1) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
(2) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf directors of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, and
(3) contemporaneously with the completion of such transaction, the Borrower shall prepay its deliver a certificate of a Authorized Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive determinations or redeterminations of the Borrowing Base is sold for a price in excess of $5,000,000, individually or in the aggregate, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property in the most recently delivered Reserve Report and the Required Lenders may, upon written notice to the Borrower, adjust the then current Projected Borrowing Base, (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Capital Securities of such Subsidiary, and (v) notwithstanding Section 3.1.1(c), if a Borrowing Base Deficiency exists at the time of such sale or disposition, then the proceeds of such sale or other disposition shall be applied immediately to cure such Borrowing Base Deficiency first by prepaying the Revolving Loans as and second by Cash Collateralizing all outstanding Letters of Credit to the extent required by section 5.2 hereofof such Borrowing Base Deficiency; and
(iiif) in addition sales and other dispositions of Properties not regulated by Section 7.2.10(a) to dispositions permitted pursuant (e) having a fair market value not to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at exceed $1,000,000 during any time in the ordinary course of business12-month period.
Appears in 1 contract
Samples: First Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Permitted Dispositions. If if no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED that:
that (1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and (B) if the aggregate consideration for such transaction exceeds $3,000,000, at least 75% of such consideration consists of cash,
, (2C) in the case of any such transaction involving consideration in excess of $10,000,0003,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, and the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, and
and (3D) contemporaneously with promptly following the completion consummation of such transaction, the Borrower shall prepay its prepays Loans with the Net Proceeds of the transaction, as and to the extent required contemplated by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.5.2(b);
Appears in 1 contract
Samples: Credit Agreement (Royal Appliance Manufacturing Co)
Permitted Dispositions. If if no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED that:
that (1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 7590% of such consideration consists of cash,
, (2B) in the case of any such transaction involving consideration in excess of $10,000,0001,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred financial information pertaining to compliance with the preceding clause (A), and is continuing, or would result from consummation of such transaction, and, which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, and
and (3C) contemporaneously with the completion of such transactiontherewith, the Borrower shall prepay its prepays Loans as and to the extent required contemplated by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.5.2(b);
Appears in 1 contract
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED that:
(1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 7590% of such consideration consists of cash,
(2B) the aggregate consideration for all such transactions completed in any fiscal year does not exceed $10,000,000,
(C) in the case of any such transaction involving consideration in excess of $10,000,0001,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred financial information pertaining to compliance with the preceding clause (A), and is continuing, or would result from consummation of such transaction, and, which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, and
(3D) contemporaneously with the completion of such transactiontherewith, the Borrower shall prepay its prepays Loans as and to the extent required contemplated by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business5.2(e).
Appears in 1 contract
Samples: Credit Agreement (Value City Department Stores Inc /Oh)
Permitted Dispositions. If if no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED that:
that (1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
, (2B) in the case of any such transaction involving consideration in excess of $10,000,0005,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred financial information pertaining to compliance with the preceding clause (A), and is continuing, or would result from consummation of such transaction, and, which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, and
and (3C) contemporaneously with the completion of such transactiontherewith, the Borrower shall prepay its prepays Loans as and to the extent required contemplated by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.5.2(d);
Appears in 1 contract
Permitted Dispositions. If no Default or Event None of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of the Subsidiaries will Dispose of any of its Subsidiaries may:
assets (including accounts receivable and Capital Securities of the Borrower or the Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition (i) sell all is of inventory or part obsolete, damaged, worn out or surplus property Disposed of in the accounts receivable ordinary course of its business; (ii) is permitted by Section 8.4, Section 8.5 or Section 8.7; (iii) constitutes the lapse, abandonment, cancellation, non-renewal or discontinuance of use of non- material Owned Intellectual Property of the Borrower or any Subsidiary in connection with a Permitted Asset SecuritizationSubsidiary, so long as, contemporaneously with the completion or non-exclusive licenses of such transaction, Licensed Intellectual Property thereof that the Borrower prepays its Loans as and reasonably determines in good faith is no longer necessary or desirable in the conduct of the Borrower’s or any Subsidiary’s business, or the lapse, abandonment, cancellation, non-renewal or other discontinuance of any of any Owned Intellectual Property that the Borrower or any Subsidiary reasonably believes will not be allowed to issue or register by any Governmental Authority that needs to be issued or registered to be of value to the extent required by section 5.2;
Borrower and its Subsidiaries; (iiiv) (A) sell any property, land or building (including any related receivables or other intangible assets) is a Disposition by a Loan Party to any person that is not a Subsidiary of the Borroweranother Loan Party, (B) sell is a Disposition by any Loan Party to an Excluded Subsidiary in an amount not to exceed $2,500,000 in the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that is not a Subsidiary of the Borroweraggregate for all such Dispositions permitted under this Agreement, or (C) permit is a Disposition by any Excluded Subsidiary to be merged another Excluded Subsidiary; (v) constitutes the sale, forgiveness or consolidated discounting, on a non-recourse basis and in the ordinary course of business, of past due accounts in connection with a person that is not an Affiliate the collection or compromise thereof or the settlement of delinquent accounts or in connection with the Borrowerbankruptcy or reorganization of suppliers or customers in accordance with the applicable terms of this Agreement; (vi) to the extent constituting Dispositions, or constitutes the granting of Liens permitted by Section 8.3 and any mergers, consolidations, dispositions, dissolutions and liquidations permitted pursuant to Section 8.7; (Dvii) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that:
constitutes Dispositions in which (1I) the consideration assets subject to such Disposition are sold for such transaction represents fair value (value, as determined by management of the Borrower)Borrower in good faith, and (II) at least 75% of such the consideration consists of cash,
therefor is cash or Cash Equivalent Investments, (2III) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Specified Event of Default has occurred and is continuing, continuing or would result from consummation the making of such transactionDisposition and (IV) the amount of assets Disposed of pursuant to this clause (vii) does not exceed $1,000,000 in the aggregate in any Fiscal Year (provided, and, if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, and
that any unused portion pursuant to this clause (3vii) contemporaneously with the completion of such transaction, the Borrower shall prepay its Loans as and for any Fiscal Year may be carried forward to the extent required immediately succeeding Fiscal Year); (viii) constitutes the cancellation, termination or surrender by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell any Loan Party or otherwise dispose any Subsidiary of obsolete, worn out or surplus equipment or fixtures at any time Loan Party of any lease in the ordinary course of business.; (ix) constitutes the unwinding of any Hedging Obligation in accordance with its terms; (x) constitutes (i) a lease or sublease of property (other than of Intellectual Property) to other Persons or (ii) a non-exclusive license or non-exclusive sublicense to suppliers, service providers, customers and distributors in connection with the development or commercialization of Products, in each case of this clause (x), in the ordinary course of business not materially interfering with the business of Borrower and its Subsidiaries taken as a whole; (xi) subject to
Appears in 1 contract
Samples: Credit, Security and Guaranty Agreement (iRhythm Technologies, Inc.)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the a Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrowerperson, (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary Subsidiary, other than a Material Subsidiary, owned by the a Borrower or any other Subsidiary Subsidiary, other than a Material Subsidiary, to any person that is not a Subsidiary of the Borrowerperson, or (Ciii) permit any Subsidiary Subsidiary, other than a Material Subsidiary, to be merged or consolidated with a person that which is not an Affiliate of the BorrowerGenlyte Group, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the that Borrower; PROVIDED provided that:
(1A) the consideration for such transaction (1) represents fair value (as reasonably determined by management of the BorrowerGenlyte Group), and at least 75% (2) does not exceed, when aggregated with the consideration of any other transaction or transactions of any Borrower or any of its Subsidiaries during the then current fiscal year permitted under this section 11.2(c), twenty percent (20%) of the Consolidated Net Worth as of the date of such consideration consists of cashtransaction,
(2B) in the case of any such transaction involving consideration equal to or in excess of $10,000,00025,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower Borrowers shall have delivered to the Administrative Agent Agents an officer's ’s certificate executed on behalf of the Borrower Borrowers by an Authorized Officer Principal Officers of the BorrowerBorrowers, which certificate shall contain (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, (2) a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, and (3) which shall (if requested by the Administrative Agent, Agents) include a certified copy of the draft or definitive documentation pertaining thereto, and
(3C) contemporaneously with the completion of such transaction, transaction the Borrower shall Borrowers prepay its their Loans as and to the extent required by section 5.2 7.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Genlyte Group Inc)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that Person which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that Person which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that Person which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that Person who is not a Subsidiary of the Borrower; PROVIDED that:
(1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 7580% of such consideration consists of cash,;
(2B) the cumulative aggregate consideration for all such transactions completed during any fiscal year does not exceed $35,000,000;
(C) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, (2) a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, and (3) which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, ; and
(3D) contemporaneously with the completion of such transaction, transaction the Borrower shall prepay its prepays the Loans as and to the extent required by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.
Appears in 1 contract
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any Exhibit 10.3 property, land or building (including any related receivables or other intangible assets) to any person that Person which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that Person which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that Person which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that Person who is not a Subsidiary of the Borrower; PROVIDED provided that:
(1) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
(2) in the case of any such transaction involving consideration in excess of $10,000,0001,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized a Responsible Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred financial information pertaining to compliance with the preceding clause (A), and is continuing, or would result from consummation of such transaction, and, which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, and
(3) contemporaneously with the completion of such transactiontherewith, the Borrower shall prepay its Loans prepays Advances as and to the extent required contemplated by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of businessSection 2.09.
Appears in 1 contract
Samples: Senior Subordinated Convertible Loan Agreement (Value City Department Stores Inc /Oh)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED that:
(1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
(2B) the aggregate consideration for all such transactions completed during any fiscal year does not exceed $10,000,000; and
(C) in the case of any such transaction involving consideration in excess of $10,000,0005,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred financial information pertaining to compliance with the preceding clauses (A) and is continuing(B), or would result from consummation of such transaction, and, and which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, and
(3) contemporaneously with the completion of such transaction, the Borrower shall prepay its Loans as and to the extent required by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Hawk Corp)
Permitted Dispositions. If if no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED that:
that (1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
, (2B) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred financial information pertaining to compliance with the preceding clause (A), and is continuing, or would result from consummation of such transaction, and, which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, and
and (3C) contemporaneously with the completion of such transactiontherewith, the Borrower shall prepay its prepays Loans as and to the extent required contemplated by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.5.2(d);
Appears in 1 contract
Permitted Dispositions. If no Default or Event of Default shall have occurred The Borrower will not, and be continuing or would result therefrom, the Borrower or will not permit any of its Subsidiaries mayto, Dispose of any of the Borrower’s or such Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is:
(ia) sell all inventory or part obsolete, damaged, worn out or surplus property Disposed of in the accounts receivable ordinary course of its business, or the discounted sale of defaulted or delinquent trade receivables written off and reserved in the ordinary course of business;
(b) the sale of Hydrocarbons in the ordinary course of business;
(c) farmouts of undeveloped acreage and assignments in connection with such farmouts;
(d) an Investment made in accordance with Section 7.2.5 and Restricted Payments made in accordance with Section 7.2.6;
(e) the sale or other Disposition of certain (primarily onshore) Oil and Gas Properties, previously identified to the Administrative Agent, that are being marketed through the Oil & Gas Asset Clearinghouse as of or reasonably prior to the Closing Date;
(f) the sale or other Disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Subsidiary (other than EXXI GOM) of the Borrower or any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion respect of such transactionsale or other Disposition shall be cash, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables the consideration received in respect of such sale or other intangible assets) Disposition shall be equal to any person that is not a Subsidiary or greater than the fair market value of the Borrower, (B) sell interests that are the entire capital stock (subject of such sale or other equity interests) and Indebtedness of any Subsidiary owned Disposition (as reasonably determined by the Borrower or any other Subsidiary to any person that is not a Subsidiary board of the Borrower, or (C) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, or (D) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that:
(1) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
(2) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf directors of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, and
(3) contemporaneously with the completion of such transaction, the Borrower shall prepay its deliver a certificate of a Authorized Officer of the Borrower certifying to that effect), (iii) upon a sale or other Disposition of Oil and Gas Property or any such Subsidiary owning Oil and Gas Properties that involves Oil and Gas Properties included in the most recently delivered Reserve Report (the “Subject Disposition”), if the consideration received for the Subject Disposition together with the consideration for all other sales and Dispositions of Oil and Gas Properties or any such Subsidiary owning Oil and Gas Properties that are included in the most recently delivered Reserve Report during any period between two successive determinations or redeterminations of the Borrowing Base exceeds $5,000,000 individually or in the aggregate, then, the Borrowing Base shall be reduced, effective immediately upon such Subject Disposition, by an amount equal to the value, if any, assigned to the relevant Oil and Gas Properties in the most recently delivered Reserve Report that were sold or otherwise Disposed in connection with such Subject Disposition, (iv) if any such sale or other Disposition is of any such Subsidiary owning Oil and Gas Properties, such sale or other Disposition shall include all the Capital Securities of such Subsidiary, and (v) notwithstanding Section 3.1.1(c), if a Borrowing Base Deficiency exists at the time of such sale or Disposition or would result from the reduction of the Borrowing Base as a result of such sale or other Disposition otherwise permitted pursuant to this clause (f), then the proceeds of such sale or other Disposition shall be applied immediately to cure such Borrowing Base Deficiency first by prepaying the Revolving Loans as and second by Cash Collateralizing all outstanding Letters of Credit to the extent required by section 5.2 hereofof such Borrowing Base Deficiency; and
(iiig) in addition sales and other Dispositions of Properties not otherwise expressly permitted by Section 7.2.10(a) to dispositions permitted pursuant (f) having a fair market value not to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at exceed $2,500,000 during any time in the ordinary course of business12-month period.
Appears in 1 contract
Samples: First Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Permitted Dispositions. If no Default or Event of Default shall have occurred The Borrower will not, and be continuing or would result therefrom, the Borrower or will not permit any of its Borrowing Base Subsidiaries mayto, Dispose of any of the Borrower’s or such Borrowing Base Subsidiaries’ assets (including accounts receivable and Capital Securities of Borrowing Base Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is:
(ia) sell all inventory or part obsolete, damaged, worn out or surplus property Disposed of in the accounts receivable ordinary course of its business, or the discounted sale of defaulted or delinquent trade receivables written off or reserved in the ordinary course of business;
(b) the sale of Hydrocarbons in the ordinary course of business (to the extent not otherwise prohibited by any other terms of this Agreement or the Loan Documents);
(c) farmouts of undeveloped acreage and assignments in connection with such farmouts;
(d) Investments made in accordance with Section 7.2.5 and Restricted Payments made in accordance with Section 7.2.6;
(e) the sale or other Disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Borrowing Base Subsidiary of the Borrower or any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion respect of such transactionsale or other Disposition shall be cash, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables the consideration received in respect of such sale or other intangible assets) Disposition shall be equal to any person that is not a Subsidiary or greater than the fair market value of the Borrower, (B) sell interests that are the entire capital stock (subject of such sale or other equity interests) and Indebtedness of any Subsidiary owned Disposition (as reasonably determined by the Borrower or any other Subsidiary to any person that is not a Subsidiary board of the Borrower, or (C) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, or (D) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that:
(1) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
(2) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf directors of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, and
(3) contemporaneously with the completion of such transaction, the Borrower shall prepay its deliver a certificate of a Authorized Officer of the Borrower certifying to that effect), (iii) upon a sale or other Disposition of Oil and Gas Property or any such Borrowing Base Subsidiary owning Oil and Gas Properties that involves Oil and Gas Properties included in the most recently delivered Reserve Report (the “Subject Disposition”), if the consideration received for the Subject Disposition together with the consideration for all other sales and Dispositions of Oil and Gas Properties or any such Borrowing Base Subsidiary owning Oil and Gas Properties that are included in the most recently delivered Reserve Report during any period between two successive scheduled determinations or redeterminations of the Borrowing Base exceeds 5% individually or in the aggregate of the Borrowing Base then in effect, then the Borrowing Base shall be reduced, effective immediately upon such Subject Disposition, by an amount equal to the amount of such excess, (iv) if any such sale or other Disposition is of any such Borrowing Base Subsidiary owning Oil and Gas Properties, such sale or other Disposition shall include all the Capital Securities of such Borrowing Base Subsidiary, and (v) notwithstanding Section 3.1.1(c), if a Borrowing Base Deficiency exists at the time of such sale or Disposition or would result from the reduction of the Borrowing Base pursuant to this clause (e), then the proceeds of such sale or other Disposition shall be applied immediately to cure such Borrowing Base Deficiency first by prepaying the Loans as and second by Cash Collateralizing all outstanding Letters of Credit to the extent required by section 5.2 hereof; andof such Borrowing Base Deficiency;
(iiif) in addition Dispositions of fixtures or equipment to dispositions permitted pursuant to subpart the extent that (i) and such property is exchanged for credit against the purchase price of similar replacement fixtures or equipment or (ii) abovethe proceeds of such Disposition are promptly applied to the purchase price of such replacement fixtures or equipment;
(g) Liens permitted by Section 7.2.3;
(h) leases, subleases, licenses or sublicenses (including the Borrower and its Subsidiaries may sell provision of software under an open source license), easements, rights of way or otherwise dispose of obsolete, worn out similar rights or surplus equipment or fixtures at any time encumbrances in each case in the ordinary course of businessbusiness and which do not materially interfere with the business of the Borrower and its Subsidiaries; and
(i) Dispositions of Investments in joint ventures (to the extent such Investments were incurred in accordance with the Loan Documents) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements.
Appears in 1 contract
Samples: Credit Agreement (Dynamic Offshore Resources, Inc.)
Permitted Dispositions. If if no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED that:
that (1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 7590% of such consideration consists of cash,
, (2B) in the case of any such transaction involving consideration in excess of $10,000,0002,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred financial information pertaining to compliance with the preceding clause (A), and is continuing, or would result from consummation of such transaction, and, which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, and
and (3C) contemporaneously with the completion of such transactiontherewith, the Borrower shall prepay its prepays Loans as and to the extent required contemplated by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.5.2(b);
Appears in 1 contract
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that Person which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that Person which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that Person which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that Person who is not a Subsidiary of the Borrower; PROVIDED provided that:
(1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,;
(2B) in the case of any such transaction involving consideration in excess of $10,000,00025,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's ’s certificate executed on behalf of the Borrower by an Authorized Officer of the BorrowerOfficer, which certificate shall contain (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, (2) a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, (3) which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining theretothereto and (4) which shall demonstrate, in reasonable detail, compliance with the covenants contained in section 9.7 and 9.8; and
(3C) contemporaneously with the completion of such transaction, transaction the Borrower shall prepay its prepays the Loans as and to the extent required by section 5.2 hereof; and
(iii) . The foregoing shall in addition to dispositions permitted pursuant to subpart (i) and (ii) above, no way limit the ability of the Borrower and or any of its Subsidiaries may to sell or otherwise dispose transfer any assets to the Borrower or any of obsolete, worn out or surplus equipment or fixtures at any time its Subsidiaries in the ordinary course of business.
Appears in 1 contract
Samples: Revolving Credit Agreement (Memc Electronic Materials Inc)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
may (i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that which is not a Subsidiary of the Borrower, or (Bii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that which is not a Subsidiary of the Borrower, or (Ciii) permit any Subsidiary to be merged or consolidated with a person that which is not an Affiliate of the Borrower, or (Div) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED that:
(1A) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 7590% of such consideration consists of cash,
(2B) the aggregate consideration for all such transactions completed during any fiscal year does not exceed 10% of the Consolidated Total Assets of the Borrower as of the beginning of such fiscal year;
(C) after giving effect to such transaction, the cumulative aggregate consideration for all such transactions completed after the end of the Borrower's fiscal quarter ended on or nearest to October 31, 1998 does not exceed 25% of the Borrower's Consolidated Total Assets as of the end of the most recent period for which financial statements have been delivered to the Lenders hereunder; and
(D) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent and the Lenders an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred financial information pertaining to compliance with the preceding clauses (A) and is continuing(B), or would result from consummation of such transaction, and, and which shall (if requested by the Administrative Agent, ) include a certified copy of the draft or definitive documentation pertaining thereto, and
(3) contemporaneously with the completion of such transaction, the Borrower shall prepay its Loans as and to the extent required by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Fca of Ohio Inc)
Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
: (i) sell all or part of the accounts receivable of the Borrower or consummate any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
Disposition; (ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrower, ; (Biii) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that is not a Subsidiary of the Borrower, or ; (Civ) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, ; or (Dv) consummate any other Asset Sale with a person that who is not a Subsidiary of the Borrower; PROVIDED provided that:
(1A) the consideration for such transaction (excluding the Permitted Dispositions) represents fair value (as determined by management of the Borrower), and at least 7590% of such consideration consists of cash,;
(2B) the cumulative aggregate consideration for all such transactions (excluding the Permitted Dispositions) completed during any fiscal year does not exceed $7,500,000;
(C) in the case of any such transaction involving consideration in excess of $10,000,0001,500,000, at least five Business Days prior to the date of completion of such transaction, transaction the Borrower shall have delivered to the Administrative Agent an officer's ’s certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain contain: (1) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction; (2) a certification that the Borrower would, after giving effect to such transaction, be in compliance, on a pro forma basis, with the financial covenants contained in sections 10.7, 10.8, 10.9 and 10.10, such pro forma ratios being determined as if such transaction had been completed at the beginning of the most recent period of four consecutive fiscal quarters of the Borrower; (3) a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, ; and (4) if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, and;
(3D) contemporaneously with the completion of such transaction, transaction the Borrower shall prepay prepays its Loans as and to the extent required by section 5.2 6.2 hereof; and
(iii) in addition to and provided, further, that sales or other dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures may be effected at any time in the ordinary course of businessbusiness without compliance with the above provisions and the amount of any such sales or other dispositions shall be excluded from any computations under this section 10.2(d).
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