Common use of Restriction on Sales with Leases Back Clause in Contracts

Restriction on Sales with Leases Back. Except for a sale or transfer by a Subsidiary to the Guarantor or a Wholly-Owned Consolidated Subsidiary, the Guarantor will not, and will not permit any Subsidiary to, sell or transfer any manufacturing plant, warehouse, retail store or equipment now or hereafter owned and operated by the Guarantor or a Subsidiary, with the intention that the Guarantor or any Subsidiary take back a lease thereof, except a lease for a period, including renewals, not exceeding 24 months, by the end of which period it is intended that the use of such property or equipment by the lessee will be discontinued (any such transaction being herein referred to as a "SALE AND LEASEBACK TRANSACTION"); provided that, notwithstanding the foregoing, the Guarantor or any Subsidiary may enter into a Sale and Leaseback Transaction if the Guarantor or a Subsidiary would be entitled under Section 1.10(e) to create Secured Debt not specifically permitted under Section 1. 10 but for Section 1.10(e) in an amount equal to the Attributable Debt respecting such Sale and Leaseback Transaction; provided further that, notwithstanding the foregoing, the Guarantor or any Subsidiary may enter into a Sale and Leaseback Transaction if entered into in respect of property acquired by the Guarantor or a Subsidiary if such Sale and Leaseback Transaction is entered into within 24 months from the date of such acquisition; and provided still further that, notwithstanding the foregoing, the Guarantor or any Subsidiary may enter into a Sale and Leaseback Transaction so long as the Net Cash Proceeds thereof are applied as contemplated by Section 2.10 of the Credit Agreement.

Restriction on Sales with Leases Back. Except for a sale or transfer by a Subsidiary to the Guarantor Borrower or a Wholly-Owned Consolidated Subsidiary, the Guarantor Borrower will not, and will not permit any Subsidiary to, sell or transfer any manufacturing plant, warehouse, retail store or equipment now or hereafter owned and operated by the Guarantor Borrower or a Subsidiary, with the intention that the Guarantor Borrower or any Subsidiary take back a lease thereof, except a lease for a period, including renewals, not exceeding 24 months, by the end of which period it is intended that the use of such property or equipment by the lessee will be discontinued (any such transaction being herein referred to as a "SALE AND LEASEBACK TRANSACTION"); provided that, notwithstanding the foregoing, the Guarantor Borrower or any Subsidiary may enter into a Sale and Leaseback Transaction if the Guarantor Borrower or a Subsidiary would be entitled under Section 1.10(e5.10(e) to create Secured Debt not specifically permitted under Section 1. 10 5.10 but for Section 1.10(e5.10(e) in an amount equal to the Attributable Debt respecting such Sale and Leaseback Transaction; provided further that, notwithstanding the foregoing, the Guarantor Borrower or any Subsidiary may enter into a Sale and Leaseback Transaction if entered into in respect of property acquired by the Guarantor Borrower or a Subsidiary if such Sale and Leaseback Transaction is entered into within 24 months from the date of such acquisition; and provided still further that, notwithstanding the foregoing, the Guarantor Borrower or any Subsidiary may enter into a Sale and Leaseback Transaction so long as the Net Cash Proceeds thereof are applied as contemplated by Section 2.10 of the Credit Agreementhereof.

Restriction on Sales with Leases Back. Except for a sale or transfer by a Subsidiary to the Guarantor Borrower or a Wholly-Owned Consolidated Subsidiary, the Guarantor Borrower will not, and will not permit any Subsidiary to, sell or transfer any manufacturing plant, warehouse, retail store or equipment now or hereafter owned and operated by the Guarantor Borrower or a Subsidiary, with the intention that the Guarantor Borrower or any Subsidiary take back a lease thereof, except a lease for a period, including renewals, not exceeding 24 months, by the end of which period it is intended that the use of such property or equipment by the lessee will be discontinued (any such transaction being herein referred to as a "SALE AND LEASEBACK TRANSACTIONSale and Leaseback Transaction"); provided that, notwithstanding the foregoing, the Guarantor Borrower or any Subsidiary may enter into a Sale and Leaseback Transaction if the Guarantor Borrower or a Subsidiary would be entitled under subsection (d) of Section 1.10(e) 5.09 to create Secured Debt not specifically permitted under Section 1. 10 5.09 but for Section 1.10(esubsection (d) thereof in an amount equal to the Attributable Debt respecting such Sale and Leaseback Transaction; provided further that, notwithstanding the foregoing, the Guarantor Borrower or any Subsidiary may enter into a Sale and Leaseback Transaction if entered into in respect of property acquired by the Guarantor Borrower or a Subsidiary if such Sale and Leaseback Transaction is entered into within 24 months from the date of such acquisition; and provided still further that, notwithstanding the foregoing, the Guarantor Borrower or any Subsidiary may enter into a Sale and Leaseback Transaction so long as if the Net Cash Proceeds thereof are Borrower, within 120 days before or after the sale or transfer shall have been made by the Borrower or by any Subsidiary, applied as contemplated by Section 2.10 or applies an amount equal to the greater of (i) the net proceeds of the Credit Agreementsale of the property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the Chairman of the Board of the Borrower, its Chief Executive Officer, its President, any Vice President of the Borrower, its Treasurer and its Controller) to (i) the retirement of Secured Debt of the Borrower other than at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision or (ii) reduction of the Commitments.

Restriction on Sales with Leases Back. Except for a sale or transfer by a Subsidiary to the Guarantor or a Wholly-Owned Consolidated Subsidiary, the Guarantor will not, and will not permit any Subsidiary to, sell or transfer any manufacturing plant, warehouse, retail store or equipment now or hereafter owned and operated by the Guarantor or a Subsidiary, with the intention that the Guarantor or any Subsidiary take back a lease thereof, except a lease for a period, including renewals, not exceeding 24 twenty-four (24) months, . by the end of which period it is intended that the use of such property Property or equipment by the lessee will be discontinued (any such transaction being herein referred to as a "SALE AND LEASEBACK TRANSACTION"Sale and Leaseback Transaction'); provided that, notwithstanding the foregoing, the Guarantor or any Subsidiary may enter into a Sale and Leaseback Transaction if N the Guarantor or a Subsidiary would be entitled under subsection (d) of Section 1.10(e) 5.9 to create Secured Debt not specifically spedfically permitted under Section 1. 10 5.9 but for Section 1.10(esubsection (d) thereof in an amount equal to the Attributable Debt respecting such Sale and Leaseback Transaction; provided further that, notwithstanding the foregoing, the Guarantor or any Subsidiary may enter into a Sale and Leaseback Transaction if entered into in respect of property Property acquired by the Guarantor or a Subsidiary if such Sale and Leaseback Transaction is entered into within 24 twenty-four (24) months from the date of such acquisition; and provided still stfil further that, notwithstanding noWthstanding the foregoing, the Guarantor or any Subsidiary may enter into a Sale and Leaseback Transaction so long as if the Net Cash Proceeds thereof are Guarantor, within one hundred twenty (120) days before or after the sale or transfer shall have been made by the Guarantor or by any Subsidiary, applied as contemplated by Section 2.10 or applies an amount equal to the greater of (a) the net proceeds of the Credit Agreementsale of the Property sold and leased back pursuant to such arrangement or (b) the fair market value of the Property so sold and leased back at the time of entering into such arrangement (as detennined by any two of the followng: the Chairman of the Board of the Guarantor, its Chief Executive Officer, 'its President, any Vice President of the Guarantor, its Treasurer and its Controller) to (i) the retirement of Secured Debt of the Guarantor other than at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision or (ii) reduction of the Commitments.

Restriction on Sales with Leases Back. Except for a sale or transfer by a Subsidiary to the Guarantor Borrower or a Wholly-Owned Consolidated Subsidiary, the Guarantor Borrower will not, and will not permit any Subsidiary to, sell or transfer any manufacturing plant, warehouse, retail store or equipment now or hereafter owned and operated by the Guarantor Borrower or a Subsidiary, with the intention that the Guarantor Borrower or any Subsidiary take back a lease thereof, except a lease for a period, including renewals, not exceeding 24 months, by the end of which period it is intended that the use of such property or equipment by the lessee will be discontinued (any such transaction being herein referred to as a "SALE AND LEASEBACK TRANSACTION"); provided that, notwithstanding the foregoing, the Guarantor Borrower or any Subsidiary may enter into a Sale and Leaseback Transaction if the Guarantor Borrower or a Subsidiary would be entitled under Section 1.10(e5.10(e) to create Secured Debt not specifically permitted under Section 1. 10 5.10 but for Section 1.10(e5.10(e) in an amount equal to the Attributable Debt respecting such Sale and Leaseback Transaction; provided further that, notwithstanding the foregoing, the Guarantor Borrower or any Subsidiary may enter into a Sale and Leaseback Transaction if entered into in respect of property acquired by the Guarantor Borrower or a Subsidiary if such Sale and Leaseback Transaction is entered into within 24 months from the date of such acquisition; and provided still further that, notwithstanding the foregoing, the Guarantor Borrower or any Subsidiary may enter into a Sale and Leaseback Transaction so long as the Net Cash Proceeds thereof are applied as contemplated by Section 2.10 of the Credit Agreement2.09 hereof.

Restriction on Sales with Leases Back. Except for a sale or transfer by a Restricted Subsidiary to the Guarantor Company or a Wholly-Owned Consolidated owned Restricted Subsidiary, the Guarantor Company covenants and agrees that it will not, and will not permit any Restricted Subsidiary to, sell or transfer any manufacturing plant, warehouse, retail store or equipment now owned and operated or hereafter owned and operated by the Guarantor Company or a Restricted Subsidiary, with the intention that the Guarantor Company or any Restricted Subsidiary take back a lease thereof, except a lease for a period, including renewals, not exceeding 24 months, by the end of which period it is intended that the use of such property or equipment by the lessee will be discontinued (any such transaction being herein referred to as a "SALE AND LEASEBACK TRANSACTION"); provided that, notwithstanding the foregoing, the Guarantor Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if the Guarantor Company or a Restricted Subsidiary would be entitled under subparagraph (d) of Section 1.10(e) 10.10 to create create, issue, incur, assume or guarantee ----- any Secured Debt not specifically permitted under Section 1. 10 10.10 of this ----- Indenture but for Section 1.10(esubparagraph (d) thereof in an amount equal to the Attributable Debt respecting such Sale and Leaseback Transaction; provided further that, notwithstanding the foregoing, the Guarantor Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if entered into in respect of property acquired by the Guarantor Company or a Restricted Subsidiary if such Sale and Leaseback Transaction is entered into within 24 months from the date of such acquisition; and provided still further that, notwithstanding the foregoing, the Guarantor Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction so long as if the Net Cash Proceeds thereof are Company, within 120 days before or after the sale or transfer shall have been made by the Company or by any Restricted Subsidiary, applied as contemplated by Section 2.10 or applies an amount equal to the greater of (i) the net proceeds of the Credit Agreementsale of the property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following; the Chairman of the Board of the Company, its Chief Executive Officer, its President, any Vice President of the Company, its Treasurer and its Controller) to the retirement of Secured Debt of the Company other than at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Restriction on Sales with Leases Back. Except for a sale or transfer by a Restricted Subsidiary to the Guarantor Company or a Wholly-Owned Consolidated owned Restricted Subsidiary, the Guarantor Company covenants and agrees that it will not, and will not permit any Restricted Subsidiary to, sell or transfer any manufacturing plant, warehouse, retail store or equipment now owned and operated or hereafter owned and operated by the Guarantor Company or a Restricted Subsidiary, with the intention that the Guarantor Company or any Restricted Subsidiary take back a lease thereof, except a lease for a period, including renewals, not exceeding 24 months, by the end of which period it is intended that the use of such property or equipment by the lessee will be discontinued (any such transaction being herein referred to as a "SALE AND LEASEBACK TRANSACTION"Sale and Leaseback Transaction" ); provided thatprovided, notwithstanding the foregoing, the Guarantor Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if the Guarantor Company or a Restricted Subsidiary would be entitled under subparagraph (e) of Section 1.10(e) 10.10 to create create, issue, incur, assume or guarantee any Secured Debt not specifically permitted under Section 1. 10 10.10 of this Indenture but for Section 1.10(esubparagraph (e) thereof in an amount equal to the Attributable Debt respecting such Sale and Leaseback Transaction; provided further that, notwithstanding the foregoing, the Guarantor Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if entered into in respect of property acquired by the Guarantor Company or a Restricted Subsidiary if such Sale and Leaseback Transaction is entered into within 24 months from the date of such acquisition; and provided still further that, notwithstanding the foregoing, the Guarantor Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction so long as if the Net Cash Proceeds thereof are Company, within 120 days before or after the sale or transfer shall have been made by the Company or by any Restricted Subsidiary, applied as contemplated by Section 2.10 or applies an amount equal to the greater of (i) the net proceeds of the Credit Agreementsale of the property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the Chairman of the Board of the Company, its Chief Executive Officer, its President, any Vice President of the Company, its Treasurer and its Controller) to the retirement of Secured Debt of the Company other than at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Restriction on Sales with Leases Back. Except for a sale or transfer by a Restricted Subsidiary to the Guarantor Company or a Wholly-Owned Consolidated owned Restricted Subsidiary, the Guarantor Company covenants and agrees that it will not, and will not permit any Restricted Subsidiary to, sell or transfer any manufacturing plant, warehouse, retail store or equipment now owned and operated or hereafter owned and operated by the Guarantor Company or a Restricted Subsidiary, with the intention that the Guarantor Company or any Restricted Subsidiary take back a lease thereof, except a lease for a period, including renewals, not exceeding 24 months, by the end of which period it is intended that the use of such property or equipment by the lessee will be discontinued (any such transaction being herein referred to as a "SALE AND LEASEBACK TRANSACTIONSale and Leaseback Transaction"); provided that, notwithstanding the foregoing, the Guarantor Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if the Guarantor Company or a Restricted Subsidiary would be entitled under subparagraph (d) of Section 1.10(e) 10.10 to create create, issue, incur, assume or guarantee ----- any Secured Debt not specifically permitted under Section 1. 10 10.10 of this ----- Indenture but for Section 1.10(esubparagraph (d) thereof in an amount equal to the Attributable Debt respecting such Sale and Leaseback Transaction; provided further that, notwithstanding the foregoing, the Guarantor Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if entered into in respect of property acquired by the Guarantor Company or a Restricted Subsidiary if such Sale and Leaseback Transaction is entered into within 24 months from the date of such acquisition; and provided still further that, notwithstanding the foregoing, the Guarantor Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction so long as if the Net Cash Proceeds thereof are Company, within 120 days before or after the sale or transfer shall have been made by the Company or by any Restricted Subsidiary, applied as contemplated by Section 2.10 or applies an amount equal to the greater of (i) the net proceeds of the Credit Agreementsale of the property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following; the Chairman of the Board of the Company, its Chief Executive Officer, its President, any Vice President of the Company, its Treasurer and its Controller) to the retirement of Secured Debt of the Company other than at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Restriction on Sales with Leases Back. Except for a sale or transfer by a Restricted Subsidiary to the Guarantor Company or a Wholly-Owned Consolidated owned Restricted Subsidiary, the Guarantor Company covenants and agrees that it will not, and will not permit any Restricted Subsidiary to, sell or transfer any manufacturing plant, warehouse, retail store or equipment now owned and operated or hereafter owned and operated by the Guarantor Company or a Restricted Subsidiary, with the intention that the Guarantor Company or any Restricted Subsidiary take back a lease thereof, except a lease for a period, including renewals, not exceeding 24 months, by the end of which period it is intended that the use of such property or equipment by the lessee will be discontinued (any such transaction being herein referred to as a "SALE AND LEASEBACK TRANSACTIONSale and Leaseback Transaction"); provided thatprovided, notwithstanding the foregoing, the Guarantor Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if the Guarantor Company or a Restricted Subsidiary would be entitled under subparagraph (e) of Section 1.10(e) 10.10 to create create, issue, incur, assume or guarantee any Secured Debt not specifically permitted under Section 1. 10 10.10 of this Indenture but for Section 1.10(esubparagraph (e) thereof in an amount equal to the Attributable Debt respecting such Sale and Leaseback Transaction; provided further that, notwithstanding the foregoing, the Guarantor Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if entered into in respect of property acquired by the Guarantor Company or a Restricted Subsidiary if such Sale and Leaseback Transaction is entered into within 24 months from the date of such acquisition; and provided still further that, notwithstanding the foregoing, the Guarantor Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction so long as if the Net Cash Proceeds thereof are Company, within 120 days before or after the sale or transfer shall have been made by the Company or by any Restricted Subsidiary, applied as contemplated by Section 2.10 or applies an amount equal to the greater of (i) the net proceeds of the Credit Agreementsale of the property sold and leased back pursuant to such arrangement or (ii) the fair market value of the property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the Chairman of the Board of the Company, its Chief Executive Officer, its President, any Vice President of the Company, its Treasurer and its Controller) to the retirement of Secured Debt of the Company other than at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.

Restriction on Sales with Leases Back. Except for a sale or transfer by a Subsidiary to the Guarantor Borrower or a Wholly-Owned Consolidated Subsidiary, the Guarantor Borrower will not, and will not permit any Subsidiary to, sell or transfer any manufacturing plant, warehouse, retail store or equipment now or hereafter owned and operated by the Guarantor Borrower or a Subsidiary, with the intention that the Guarantor Borrower or any Subsidiary take back a lease thereof, except a lease for a period, including renewals, not exceeding 24 months, by the end of which period it is intended that the use of such property or equipment by the lessee will be discontinued (any such transaction being herein referred to as a "SALE AND LEASEBACK TRANSACTION"); provided that, notwithstanding the foregoing, the Guarantor Borrower or any Subsidiary may enter into a Sale and Leaseback Transaction if the Guarantor Borrower or a Subsidiary would be entitled under Section 1.10(e5.10(e) to create Secured Debt not specifically permitted under Section 1. 10 5.10 but for Section 1.10(e5.10(e) in an amount equal to the Attributable Debt respecting such Sale and Leaseback Transaction; provided further that, notwithstanding the foregoing, the Guarantor Borrower or any Subsidiary may enter into a Sale and Leaseback Transaction if entered into in respect of property acquired by the Guarantor Borrower or a Subsidiary if such Sale and Leaseback Transaction is entered into within 24 months from the date of such acquisition; and provided still further that, notwithstanding the foregoing, the Guarantor Borrower or any Subsidiary may enter into a Sale and Leaseback Transaction so long as the Net Cash Proceeds thereof are applied as contemplated by Section 2.10 of the Credit Agreement2.06.