Prohibition on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, tax benefits, receivables and Leasehold interests), whether now owned or hereafter acquired except:
(a) for the sale or other disposition of any tangible personal property that, in the reasonable judgment of the Company, has become uneconomic, obsolete or worn out, and which is disposed of in the ordinary course of business;
(b) for sales or other dispositions of inventory made in the ordinary course of business and dispositions, assignments or abandonment of intellectual property in the ordinary course of business;
(c) that any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Parent or the Company;
(d) that (i) any Foreign Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or by merger, amalgamation, consolidation, transfer of assets, or otherwise) to the Parent, the Company or a Wholly-Owned Subsidiary of the Company, (ii) any Subsidiary of the Company which is not a Credit Party may sell or otherwise dispose of, or part control of any or all of, the capital stock of, or other equity interests in, any Subsidiary of the Company to a Wholly-Owned Subsidiary of the Company, and (iii) any Subsidiary of the Company which is not a Credit Party may sell or otherwise dispose of, or part control of any or all of, the capital stock of, or other equity interests in, any Subsidiary of the Company to a Wholly-Owned Subsidiary of the Company which is a Credit Party; provided that in any case such transfer shall not cause a Domestic Subsidiary to become a Foreign Subsidiary;
(e) sales other dispositions of assets that are not otherwise permitted by any other paragraph of this Section made for fair market value; provided that (i) in the case of any sale or disposition of ABL Priority Collateral, the Parent, the Company or its Restricted Subsidiaries shall receive not less than 100% of such consideration in the form of cash or Cash Equivalents, (ii) in the case of any sale or disposition of assets that are not ABL Priority Collateral, with respect to any such sale, transfer or disposition for a purchase price in excess of $20,000,000, the Parent, the Company or its Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equi...
Prohibition on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including tax benefits, receivables and leasehold interests), whether now owned or hereafter acquired except:
(a) the sale or other disposition by the Borrower or any of its Restricted Subsidiaries of any tangible personal property that, in the reasonable judgment of the Borrower, has become uneconomic, obsolete or worn out or no longer used or useful in the conduct of the business of the Borrower or any Restricted Subsidiaries, and which is disposed of in the ordinary course of business;
(b) sales of inventory by the Borrower or any of its Restricted Subsidiaries made in the ordinary course of business;
(c) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a wholly-owned Restricted Subsidiary that is a Domestic Subsidiary of the Borrower (including by way of merging such Subsidiary into another wholly-owned Restricted Subsidiary that is a Domestic Subsidiary or the Borrower) or make any investment permitted by subsection 8.7, and any Restricted Subsidiary may sell or otherwise dispose of, or part with control of any or all of, the stock of any Restricted Subsidiary to the Borrower, to a wholly-owned Restricted Subsidiary that is a Domestic Subsidiary of the Borrower or to any other Restricted Subsidiary to the extent such transfer constitutes an investment permitted by subsection 8.7; provided that in either case such transfer shall not cause such wholly-owned Domestic Subsidiary to become a Foreign Subsidiary and provided further that no such transaction may be effected if it would result in the transfer of any assets of, or any stock of, a Restricted Subsidiary to another Restricted Subsidiary whose Capital Stock has not been pledged to the Administrative Agent or which has pledged a lesser percentage of its Capital Stock to the Administrative Agent than was pledged by the transferor Restricted Subsidiary unless, in any such case, after giving effect to such transaction, the stock of such other Restricted Subsidiary is not required to be pledged under the definition of Guarantee and Collateral Agreement or under subsection 7.10(b);
(d) any Foreign Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or by merger, consolidation, transfer of assets, or otherwise) to th...
Prohibition on Sale of Assets. Convey, sell, lease (other than a sublease of real property), assign, transfer or otherwise dispose of (including through a transaction of merger or consolidation of any Subsidiary of the Company) any of its property, business or assets (including, without limitation, other payments and receivables but excluding leasehold interests), whether now owned or hereafter acquired, except:
(a) for sales or other dispositions of inventory in the ordinary course of business;
(b) that any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to, or merge with and into, the Company or a wholly-owned Subsidiary of the Company and any Subsidiary of the Company may sell or otherwise dispose of, or part with control of any or all of, the stock of any Subsidiary to a wholly-owned Subsidiary of the Company, provided that no such transaction may be effected if it would result in the transfer of any assets of, or any stock of, a Subsidiary to, or the merger with and into, another Subsidiary all of the Capital Stock of which owned by the Company or any Subsidiary has not been pledged to the Administrative Agent and which has not guaranteed the obligations of the Company, for the benefit of the Lenders, under the Notes and this Agreement, and granted liens or security interests in favor of the Administrative Agent, for the benefit of the Lenders, on substantially all of its assets to secure such guarantee, pursuant to a guarantee, security agreement and other documentation reasonably satisfactory to the Administrative Agent;
(c) leases of Fee Properties and other real property owned in fee;
(d) any condemnation or eminent domain proceedings affecting any real property, provided, however, that the parties hereto agree that the net proceeds received in connection with such proceeding shall be deemed not to constitute "Net Proceeds" if such net proceeds are reinvested in new or existing properties within eighteen months;
(e) substantially like-kind exchanges of real property provided that any cash received by the Company or any Subsidiary of the Company in connection with such an exchange (net of all costs and expenses incurred in connection with such transaction or with the commencement of operation of real property received in such exchange) shall be deemed to be Net Proceeds and shall be applied as provided for herein;
(f) for the sale or other disposition of any property that, in the reaso...
Prohibition on Sale of Assets. Sell, lease, assign, transfer or otherwise dispose of any of its assets, excluding (i) obsolete or worn out property and (ii) inventory disposed of in the ordinary course of business.
Prohibition on Sale of Assets. Sell, lease, assign, transfer or otherwise dispose of any of the Project property or assets whether now owned or acquired in the future, except (a) obsolete or worn out property or equipment no longer necessary in the ordinary course of the Project's business, or (b) property disposed of in the ordinary course of the Project's business for adequate consideration.
Prohibition on Sale of Assets. The Issuer will not, and will not, permit the Guarantors to, sell or otherwise dispose of any assets other than (i) transfers of assets among the Issuer and the Guarantors; (ii) sales and dispositions in the ordinary course of business not in excess of $20,000,000 in the aggregate for the Issuer and the Guarantors in any fiscal year; (iii) any sales or dispositions of surplus, obsolete or worn-out equipment; (iv) any sales or dispositions required for compliance with applicable Law or necessary Governmental Approvals; (v) sales or dispositions of non-controlling ownership interests in Guarantors in accordance with Section 6.10(b) so long as the guarantee set forth herein with regard to such Guarantor stays in effect; (vi) sales or dispositions of ownership interests in Unrestricted Subsidiaries; (vii) any sales or dispositions of assets permitted under Section 6.14 or 7.11; and (viii) any other sale or other disposition so long as after giving effect to such events, the Rating Agencies shall have confirmed their respective ratings of the Bonds in effect immediately prior to such sale or other disposition.
Prohibition on Sale of Assets. Each Guarantor agrees not to sell or otherwise dispose of any assets other than (i) transfers of assets between the Issuer and such Guarantor; (ii) sales and dispositions in the ordinary course of business not in excess of $20,000,000 in the aggregate for such Guarantor, any other Guarantor and the Issuer in any fiscal year; (iii) any sales or dispositions of surplus, obsolete or worn-out equipment; (iv) any sales or dispositions required for compliance with applicable Law or necessary Governmental Approvals; (v) any sales or dispositions of assets permitted under Section 6.14 or 7.6; or (vi) any other sale or other disposition so long as after giving effect to such events, the Rating Agencies shall have confirmed their respective ratings of the Bonds in effect immediately prior to such sale or other disposition.
Prohibition on Sale of Assets. The Borrower shall not, and shall not permit any Subsidiary to, except as permitted or contemplated under this Agreement or any other Loan Document, sell, lease, assign, transfer or otherwise dispose of any of its assets, including any disposition of its capital stock (except for issuances of shares if its capital stock required under the acquisition agreements listed in Schedule 5.16 to the Disclosure Letter), whether now owned or hereafter acquired, except for dispositions of assets in the ordinary course of business consistent with past practice that, taken together, do not constitute any material portion of the assets of the Borrower and its Subsidiaries.
Prohibition on Sale of Assets. Convey, sell, lease (other than a sublease of real property), assign, transfer or otherwise dispose of (including through a transaction of merger or consolidation of any Subsidiary) any of its property, business or assets (including, without limitation, other payments and receivables but excluding leasehold interests), whether now owned or hereafter acquired, except:
(a) sales or other dispositions of inventory in the ordinary course of business;
(b) that MCL or any of its Subsidiaries may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to, and MCL or any of its Subsidiaries may merge or amalgamate with and into, Borrower or any Qualified Subsidiary (or, in the case of any Non-Qualified Subsidiary, into MCL or another Non-Qualified Subsidiary), and MCL or any of its Subsidiaries may sell or
(i) Borrower shall not, directly or indirectly, transfer any substantial part of its assets pursuant to this paragraph and (ii) all actions necessary or reasonably requested by the Administrative Agent shall be taken by the appropriate Credit Parties to maintain the perfection or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Administrative Agent pursuant to the Security Documents;
(c) leases of Fee Properties and other real property owned in fee;
(d) any Taking or Destruction affecting any Property subject, however, to the proviso set forth in clause (b) of the definition of Net Proceeds;
(e) dispositions described on Schedule 8.5;
(f) the sale or other disposition of any Property that, in the reasonable judgment of MCL or any of its Subsidiaries, has become uneconomic, obsolete or worn out, and that is sold or disposed of in the ordinary course of business for proceeds not to exceed $3,000,000 per annum; provided that, to the extent such Properties constituted Collateral, the net proceeds thereof shall be reinvested in Properties owned (or to be owned) by a Credit Party or one of its wholly owned Subsidiaries having a fair market value at least equal to the amount of such net proceeds and any Property purchased with such net proceeds shall be pledged to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, in accordance with subsection 7.9;
(g) transactions permitted by subsection 8.4;
(h) any sale or disposition of any interest in Property; provided that (i) so long as no Event of Default then exists, the net proceeds of...
Prohibition on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, tax benefits, receivables and leasehold interests), whether now owned or hereafter acquired, except (a) the sale or other disposition of any tangible property that, in its reasonable judgment, has become uneconomic, obsolete or worn out, and which is disposed of in the ordinary course of business, (b) the sale of Inventory in the ordinary course of business, (c) the sale or other disposition of any property in connection with the permanent closing of any Store, (d) the sale or other disposition of assets in one or a series of related transactions, other than Inventory , sold in arms length transactions for a fair market price, (e) other sales and dispositions which are approved in writing by the Required Banks, (f) transactions described in Section 8, (g) transactions with Affiliates or among Borrowers permitted under subsection 9.13, (h) the sale of receivables to Hurley State Bank (or to a replacement therxxxx and (i) the sale or other disposition of assets to a Subsidiary of the Parent in connection with the conversion of a Store owned and/or operated by a Borrower to a "Fashion Bug" store, provided, that no more than ten (10) such Stores in the aggregate shall be so converted in a Fiscal Year.)
