Common use of Restriction on Dispositions Clause in Contracts

Restriction on Dispositions. None of the Borrowers or the Material Subsidiaries will, directly or indirectly, sell, lease, assign, transfer, abandon, convey or otherwise dispose of any of its assets (including any capital stock of any Subsidiary or other corporation, any accounts receivable or Indebtedness owed to such Borrower and any leasehold interests), except as follows: (i) a Borrower or a Material Subsidiary may sell inventory in the ordinary course of business; (ii) a Borrower or a Material Subsidiary may, in the ordinary course of business, sell equipment, materials or supplies that are no longer required in the business of such Borrower or Material Subsidiary or that are worn-out or obsolete or trade in equipment in connection with the acquisition of replacement equipment; (iii) a Borrower or a Material Subsidiary may: (A) dispose of accounts receivable which are in default for collection purposes; and (B) sell or dispose of accounts receivable to Xxxx & Talbot US or otherwise, in the ordinary course of business; (iv) a Borrower or a Material Subsidiary may apply cash to acquire other assets and may dispose of marketable securities or other cash-equivalent assets for cash or other cash-equivalent assets; (v) the Borrowers and the Material Subsidiaries, collectively, may dispose of property or assets not otherwise permitted under clauses (i) to (iv) above in any fiscal year not exceeding Cdn.$10,000,000 for individual assets and Cdn.$30,000,000 in aggregate based on net book value; and (vi) Xxxx & Xxxxxx Canada may sell inventory and accounts receivable to the Limited Partnership pursuant to the Inventory and Receivables Sale Agreement, subject to the Liens created by the Security Documents. Nothing in this paragraph (c) shall restrict: (vii) Xxxx & Talbot Canada from making any payment in respect of Indebtedness, from redeeming any shares in its capital or from paying cash dividends to any shareholder; or (viii) the Limited Partnership from making any payment in respect of Indebtedness or from distributing any income or returning any capital to the Trust, provided that no Default has occurred, and that any such payment would not otherwise result in the occurrence of an Event of Default.

Restriction on Dispositions. None of the Borrowers or the Material Subsidiaries will, directly or indirectly, sell, lease, assign, transfer, abandon, convey or otherwise dispose of any of its assets (including any capital stock of any Subsidiary or other corporation, any accounts receivable or Indebtedness owed to such Borrower and any leasehold interests), except as follows: (i) a Borrower or a Material Subsidiary may sell inventory in the ordinary course of business; (ii) a Borrower or a Material Subsidiary may, in the ordinary course of business, sell equipment, materials or supplies that are no longer required in the business of such Borrower or Material Subsidiary or that are worn-out or obsolete or trade in equipment in connection with the acquisition of replacement equipment; (iii) a Borrower or a Material Subsidiary may: (A) dispose of accounts receivable which are in default for collection purposes; and (B) sell or dispose of accounts receivable to Xxxx & Talbot US or otherwise, in the ordinary course of business;; and (C) sell accounts receivable, and contracts, rights and benefits related thereto, pursuant to Receivables Sale Agreements. (iv) a Borrower or a Material Subsidiary may apply cash to acquire other assets and may dispose of marketable securities or other cash-equivalent assets for cash or other cash-equivalent assets; (v) the Borrowers and the Material Subsidiaries, collectively, may dispose of property or assets not otherwise permitted under clauses (i) to (iv) above in any fiscal year not exceeding Cdn.$10,000,000 for individual assets and Cdn.$30,000,000 in aggregate based on net book value; and (vi) Xxxx & Xxxxxx Canada may sell inventory and accounts receivable to the Limited Partnership Factoring LP pursuant to the Inventory and Intercompany Receivables Sale Agreement, subject to the Liens created by the Security Documents. Nothing in this paragraph (c) shall restrict: (vii) Xxxx & Talbot Canada from making any payment in respect of Indebtedness, from redeeming any shares in its capital or from paying cash dividends to any shareholder; or (viii) the Limited Partnership Factoring LP from making any payment in respect of Indebtedness or from distributing any income or returning any capital to the Trustany partner, provided that no Default has occurred, and that any such payment would not otherwise result in the occurrence of an Event of Default. The Lenders also acknowledge that Xxxx & Xxxxxx Canada is in discussions with a third party regarding a disposition to such third party of the biomass power boiler system at the Mackenzie Mill, together with certain related transactions, and the Lenders will give due consideration to any approvals, waivers or other actions as may be requested by Xxxx & Xxxxxx Canada from the Lenders pursuant to this Agreement in order to enable Xxxx & Talbot Canada to complete such disposition and related transactions.

Restriction on Dispositions. None of the Borrowers or the Material Subsidiaries will, directly or indirectly, sell, lease, assign, transfer, abandon, convey or otherwise dispose of any of its assets (including any capital stock of any Subsidiary or other corporation, any accounts receivable or Indebtedness owed to such Borrower and any leasehold interests), except as follows: (i) a Borrower or a Material Subsidiary may sell inventory in the ordinary course of business; (ii) a Borrower or a Material Subsidiary may, in the ordinary course of business, sell equipment, materials or supplies that are no longer required in the business of such Borrower or Material Subsidiary or that are worn-out or obsolete or trade in equipment in connection with the acquisition of replacement equipment; (iii) a Borrower or a Material Subsidiary may: (A) dispose of accounts receivable which are in default for collection purposes; and (B) sell or dispose of accounts receivable to Xxxx & Talbot US or otherwise, in the ordinary course of business;; and (C) sell accounts receivable, and contracts, rights and benefits related thereto, pursuant to Receivables Sale Agreements. (iv) a Borrower or a Material Subsidiary may apply cash to acquire other assets and may dispose of marketable securities or other cash-equivalent assets for cash or other cash-equivalent assets; (v) the Borrowers and the Material Subsidiaries, collectively, may dispose of property or assets not otherwise permitted under clauses (i) to (iv) above in any fiscal year not exceeding Cdn.$10,000,000 for individual assets and Cdn.$30,000,000 in aggregate based on net book value; and (vi) Xxxx & Xxxxxx Canada may sell inventory and accounts receivable to the Limited Partnership pursuant to the Inventory and Receivables Sale Agreement, subject to the Liens created by the Security Documents. Nothing in this paragraph (c) shall restrict: (vii) Xxxx & Talbot Canada from making any payment in respect of Indebtedness, from redeeming any shares in its capital or from paying cash dividends to any shareholder; or (viii) the Limited Partnership from making any payment in respect of Indebtedness or from distributing any income or returning any capital to the Trust, provided that no Default has occurred, and that any such payment would not otherwise result in the occurrence of an Event of Default. The Lenders also acknowledge that Xxxx & Xxxxxx Canada is in discussions with a third party regarding a disposition to such third party of the biomass power boiler system at the Mackenzie Mill, together with certain related transactions, and the Lenders will give due consideration to any approvals, waivers or other actions as may be requested by Xxxx & Xxxxxx Canada from the Lenders pursuant to this Agreement in order to enable Xxxx & Talbot Canada to complete such disposition and related transactions.