Common use of Restrictions on Fundamental Changes; Asset Sales Clause in Contracts

Restrictions on Fundamental Changes; Asset Sales. The Borrower shall not, nor shall it cause or permit any of its Subsidiaries to, (a) materially alter the corporate, partnership, capital or legal structure of the Borrower or any Subsidiary of the Borrower other than alterations of the structure of (i) Guarantors as permitted in Sections 6.1, 6.2, 6.9 and 6.12(a) above, (ii) any Subsidiaries which are not Guarantors so long as (A) such alteration would not give rise to a Material Adverse Effect and (B) no Default or Event of Default has occurred or is continuing or would occur after taking into effect such alteration or (b) make or effect any Asset Sale excepting (i) Asset Sales made (A) at a time when no Default of Event or Default is outstanding hereunder or would be outstanding after taking into effect such Asset Sale, (B) the consideration received shall be an amount at least substantially equal to the fair market value of the Property which is the subject of the Asset Sale, as certified to the Administrative Agent by the Borrower's chief financial officer or vice president of finance; (C) at least 20% of the consideration received therefrom shall be cash (any non-cash consideration must be in the form of either (1) senior commercial paper with a rating of at least "A-1" by S & P or "P-1" by Xxxxx'x, (2) a senior debt instrument fully secured by marketable securities of a company listed on a nationally recognized exchange) or (3) a debt instrument secured by a first lien on the assets sold; (D) such Asset Sales are not to an Affiliate of the seller; and (E) the assets sold in all transactions permitted hereby after the Closing Date shall have an aggregate book value of not more than $17,500,000; (ii) transactions permitted under Section 6.1, 6.2 or Section 6.4 above; (iii) the Borrower and any of its Subsidiaries may from time to time abandon any personal Property of the Borrower or such Subsidiary which is not the business of the Borrower or such Subsidiary and cannot be sold; (iv) at a time when no Default or Event of Default is outstanding hereunder or would be outstanding after taking into effect such Asset Sale, sales of minority interests of capital stock or partnership interests of any Subsidiary (other than a Guarantor) to any employees thereof; and (v) Asset Sales in connection with the Accounts Receivable Securitization.

Restrictions on Fundamental Changes; Asset Sales. The Borrower shall not, nor shall it cause or permit any of its Subsidiaries to, (a) materially alter the corporate, partnership, capital or legal structure of the Borrower or any Subsidiary of the Borrower other than alterations of the structure of (i) Guarantors as permitted in Sections 6.1, 6.2, 6.6(a)(i)(C), 6.9 and 6.12(a) above, (ii) any Subsidiaries which are not Guarantors so long as (A) such alteration would not give rise to a Material Adverse Effect and (B) no Default or Event of Default has occurred or is continuing or would occur after taking into effect such alteration or (b) make or effect any Asset Sale excepting (i) Asset Sales made (A) at a time when no Default of Event or Default is outstanding hereunder or would be outstanding after taking into effect such Asset Sale, (B) the consideration received shall be an amount at least substantially equal to the fair market value of the Property which is the subject of the Asset Sale, as certified to the Administrative Agent by the Borrower's chief financial officer or vice president of finance; (C) at least 20% of the consideration received therefrom shall be cash (any non-cash consideration must be in the form of either (1) senior commercial paper with a rating of at least "A-1" by S & P or "P-1" by Xxxxx'x, (2) a senior debt instrument fully secured by marketable securities of a company listed on a nationally recognized exchange) or (3) a debt instrument secured by a first lien on the assets sold; (D) such Asset Sales are not to an Affiliate of the seller; (E) the Borrower complies with the terms of Section 2.11; and (EF) the assets sold in all transactions permitted hereby after the Closing Date (exclusive of the sale of the Xxxxxx Road Building) shall have an aggregate book fair market value of not more than $17,500,00043,750,000; (ii) transactions permitted under Section 6.1, 6.2 or Section 6.4 above; , (iii) the Borrower and any of its Subsidiaries may from time to time abandon any personal Property of the Borrower or such Subsidiary which is not the no lthe business of the Borrower or such Subsidiary and cannot be sold; sold and (iv) at a time when no Default or Event of Default is outstanding hereunder or would be outstanding after taking into effect such Asset Sale, sales of minority interests of capital stock or partnership interests of any Subsidiary (other than a Guarantor) to any employees thereof; and (v) Asset Sales in connection with the Accounts Receivable Securitization.

Restrictions on Fundamental Changes; Asset Sales. The Borrower shall not, nor shall it cause or permit any of its the Borrower’s Subsidiaries to, (a) materially alter the its corporate, partnership, capital or legal structure of the Borrower or any Subsidiary of the Borrower other than alterations of the structure of (i) Guarantors Restricted Subsidiaries as permitted in Sections 6.1, 6.2, 6.9 and 6.12(a) above, (ii) any Subsidiaries which are not Guarantors Restricted Subsidiaries so long as (A) such alteration would not give rise to a Material Adverse Effect and (B) no Default or Event of Default has occurred or is continuing or would occur after taking into effect such alteration or (b) make or effect any Asset Sale excepting (i) Asset Sales made (A) at a time when no Default of Event or Default is outstanding hereunder or would be outstanding after taking into effect such Asset Sale, (B) the consideration received shall be an amount at least substantially equal to the fair market value of the Property which is the subject of the Asset Sale, as certified to the Administrative Agent by the Borrower's ’s chief financial officer or vice president of finance; (C) at least 2050% of the consideration received therefrom shall be cash (any non-cash consideration must be in the form of either (1) senior commercial paper with a rating of at least "A-1" by S & P or "P-1" by Xxxxx'x, (2) a senior debt instrument fully secured by marketable securities of a company listed on a nationally recognized exchange) or (3) a debt instrument secured by a first lien on the assets soldcash; (D) such Asset Sales are not to an Affiliate of the seller; and (E) the assets sold in all transactions permitted hereby after the Closing Effective Date (exclusive of the transaction referred to in the proviso of Section 6.9) shall have an aggregate book value of not more than $17,500,00020,000,000; (ii) Asset Sales set forth on Schedule 6.12 hereto, (iii) transactions permitted under Section 6.1, 6.2 or Section 6.4 above; (iiiiv) the Borrower and any of its Subsidiaries may from time to time abandon any personal Property of the Borrower or such Subsidiary which is not the business of the Borrower or such Subsidiary and cannot be sold; (ivv) at a time when no Default or Event of Default is outstanding hereunder or would be outstanding after taking into effect such Asset Sale, sales of minority interests of capital stock or partnership interests Capital Stock of any Subsidiary of the Borrower (other than a GuarantorRestricted Subsidiary) to any employees thereof; and (vvi) Asset Sales in connection with the Accounts Receivable Securitization; and (vii) sales or transfers of accounts receivable of the Borrower or any of its Subsidiaries made in connection with any agreement, including but not limited to credit insurance, that seeks to limit the risk of default by or bankruptcy of any customer of the Borrower or any of its Subsidiaries on any such accounts receivable owed to the Borrower or any of its Subsidiaries for merchandise delivered or services rendered by the Borrower or any of its Subsidiaries to such customer; provided that (A) no Default or Event of Default has occurred and is continuing at the time of such sale or transfer and (B) the consideration received for such accounts receivable shall be an amount at least substantially equal to the fair market value of the accounts receivable which is the subject of the Asset Sale, as certified to the Administrative Agent by the Borrower’s chief financial officer or vice president of finance.

Restrictions on Fundamental Changes; Asset Sales. The Borrower shall not, nor shall it cause or permit any of its Subsidiaries to, (a) materially alter the corporate, partnership, capital or legal structure of the Borrower or any Subsidiary of the Borrower other than alterations of the structure of (i) Guarantors as permitted in Sections 6.1, 6.2, Section 6.9 above and 6.12(a) above, (ii) any other Subsidiaries which are not Guarantors so long as (A) such alteration would not give rise to a Material Adverse Effect and (B) in the ordinary course if no Default or Event of Default has occurred or is continuing or would occur after taking into effect such alteration or (b) make or effect any Asset Sale excepting (i) Asset Sales made (A) at a time when no Default of Event or Default is outstanding hereunder or would be outstanding after taking into effect such Asset Sale, (B) the consideration received shall be an amount at least substantially equal to the fair market value of the Property which is the subject of the Asset Sale, as certified to the Administrative Agent by the Borrower's chief financial officer or vice president of financeofficer; (C) at least 2075% of the consideration received therefrom shall be cash (any non-cash consideration must be in the form of either (1) senior commercial paper with a rating of at least "A-1" by S & P or "P-1P- 1" by Xxxxx'x, (2) a senior debt instrument fully secured by marketable securities of a company listed on a nationally recognized exchange) or (3) a debt instrument secured by a first lien on the assets sold; (D) such Asset Sales are not to an Affiliate of the seller; (E) the proceeds of such Asset Sale are applied as required by Section 2.11; and (EF) the assets sold in all transactions permitted hereby after the Closing Date shall have an aggregate book fair market value of not more than $17,500,00037,500,000; (ii) transactions permitted under Section 6.1, 6.2 or Section 6.4 above; , (iii) the Borrower and any of its Subsidiaries may from time to time abandon any personal Property of the Borrower or such Subsidiary which is not no longer useful in the business of the Borrower or such Subsidiary and cancan not be sold; sold and (iv) at a time when no Default or Event of Default is outstanding hereunder or would be outstanding after taking into effect such Asset Sale, sales of minority interests of capital stock or partnership interests of any Subsidiary (other than a Guarantor) to any employees thereof; and (v) Asset Sales in connection with the Accounts Receivable Securitization.