Restrictions on Sale of Assets. Seller shall not sell, assign, transfer, lease, sublease, pledge or otherwise encumber or dispose of any of its properties or assets, except for the sale of inventory in the Ordinary Course of Business.
Restrictions on Sale of Assets. Sell, lease, assign, transfer or otherwise dispose of any assets or property (including the Capital Stock of any Subsidiary of Partners) other than:
(a) sales of inventory in the ordinary course of business;
(b) sale-leaseback transactions permitted by Section 9.13;
(c) sales or other dispositions in the ordinary course of business of assets or properties that are obsolete or that are no longer used or useful in the conduct of such Credit Party’s or Restricted Subsidiary’s business;
(d) sales in the ordinary course of business of assets or properties (other than inventory) used in such Credit Party’s or Restricted Subsidiary’s business that are worn out or in need of replacement and that are replaced within six (6) months with assets of reasonably equivalent value or utility;
(e) other asset sales not exceeding in the aggregate for all Credit Parties 5.00% of Consolidated Net Tangible Assets in any twelve (12) consecutive month period, so long as such assets are sold at fair market value (as determined in good faith by the Board of Directors of the General Partner) and before and after giving effect thereto no Default or Event of Default exists;
(f) transfers among Full Recourse Credit Parties, provided that with respect to any Real Estate that is transferred, Borrower shall provide Agent with at least thirty (30) days’ prior written notice of such transfer, and prior to such transfer deliver any Mortgages and Real Estate Documentation, as requested by the Agent, reasonably necessary for the Agent to maintain the priority of the Lien of the Agent in respect of such Real Estate;
(g) the sale or transfer of assets (other than the Capital Stock of any Credit Party) to a Joint Venture so long as such sales or transfers are made at fair market value (as determined in good faith by the Board of Directors of the General Partner) and constitute Permitted JV Investments;
(h) the sale or transfer of a portion of (but not all of) the Capital Stock of a Joint Venture to a third party for fair market value (as determined in good faith by the Board of Directors of the General Partner) for the purposes of forming or completing the formation of a Joint Venture in connection with a Permitted JV Investment;
(i) the sale or discount, in each case without recourse, of overdue account receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of a financing transaction;
(j) the use, transfer, or liqu...
Restrictions on Sale of Assets. (a) The Credit Parties shall not make any Asset Disposition.
(b) The Credit Parties shall not permit any OpCo Obligor or any of their other Restricted Subsidiaries to make any “Asset Disposition” (as defined in the OpCo Credit Agreement) unless such “Asset Disposition” is for Fair Market Value.
Restrictions on Sale of Assets. The Issuer shall not nor shall the Issuer permit any of its Subsidiaries to sell, lease (as lessor) or transfer (as transferor) any property or assets (other than to a Guarantor) except:
(a) in the ordinary course of business; or
(b) property which is worn out, obsolete or no longer useful or necessary in connection with the operation of a Project as certified by the Issuer, including the 50% undivided interest of Mammoth-Pacific in those certain BLM geothermal resource leases XX 00000, XX 00000, XX 00000, XX 00000 and CA 11672 or the interest of Steamboat Development in that certain BLM Right of Way N-77428 or as a result of the lapse of geothermal leases due to the failure to commence commercial production of geothermal resources under such leases; or
(c) property comprising the Desert Peak 1 Plant and related real estate rights if the Issuer improves the output of the other facility currently located at the Xxxxx Plant or adds a facility on the Xxxxx site so that the overall output of the facilities located at Xxxxx equals or exceeds the aggregate of (i) the then current output of the Desert Peak 1 Plant plus (ii) the current output of the other facility currently located at the Xxxxx Plant (the aggregate of (i) and (ii) referred to as the "Combined Xxxxx Output"); provided, that prior to any such sale, lease or transfer, (i) the Geothermal Consultant shall have certified that after giving effect to such sale, lease or transfer, the Xxxxx Plant has the necessary geothermal resources to enable the Xxxxx Plant to produce the Combined Xxxxx Output through the Final Maturity Date (subject to normal geothermal resource degradation in an amount no worse than that which is projected for the Desert Peak 1 Plant) and (ii) the power purchase agreement pursuant to which the Xxxxx Plant operates at such time continues to be in full force and effect after giving effect to such sale, lease or transfer and provides for delivery of output not less than the Combined Xxxxx Output. The Collateral Agent shall be obligated to release the Lien of the Security Documents upon the Issuer's transfer of any property or assets in compliance with this covenant and receipt by the Collateral Agent of an Officer's Certificate stating that such transfer is in compliance with this covenant.
Restrictions on Sale of Assets. Except for sales or transfers contemplated on the date of this Agreement and set forth in SCHEDULE 5.8, the Shareholder shall not permit the Company and the Subsidiaries to, and the Company and the Subsidiaries shall not, sell, assign, transfer, lease, sublease, pledge or otherwise encumber or dispose of any of its properties or assets, except for the provision of services in the Ordinary Course of Business and at regular prices.
Restrictions on Sale of Assets. Seller, Licensee and Shareholder shall not sell, assign, transfer, lease, sublease, pledge or otherwise encumber or dispose of any of the Assets or permit the Partnership to sell, assign, transfer, lease, sublease, pledge or otherwise encumber or dispose of any of the RSA 2 Assets, except for the sale of inventory in the ordinary course of business and at customary prices. Without limiting the generality of the foregoing, Seller, Licensee and Shareholder shall not permit any of the material Proprietary Rights or material RSA 2 Proprietary Rights to lapse or dispose of or otherwise lose the right to use any of the material Proprietary Rights or material RSA 2 Proprietary Rights.
Restrictions on Sale of Assets. The Company shall not sell, assign, transfer, lease, sublease, pledge or otherwise encumber or dispose of any of the Assets, except as specifically contemplated by this Agreement.
Restrictions on Sale of Assets. Except for sales or transfers set forth in Schedule 5.8, the Shareholder shall not permit the Company to assign, transfer, lease, sublease, pledge or otherwise encumber or dispose of any of its properties or assets, except for the sale of equipment or the provision of services in the Ordinary Course of Business and at regular prices.
Restrictions on Sale of Assets. The Company shall not sell, assign, transfer, lease, sublease, pledge or otherwise encumber or dispose of any of its material properties or assets, except in the Ordinary Course of Business.
Restrictions on Sale of Assets. Sell, lease, assign, transfer or otherwise dispose of any assets (including the Capital Stock of any Subsidiary of the Company) other than (a) sales of Inventory in the ordinary course of business, (b) sale-leaseback transactions permitted by Section 9.13, (c) sales or other dispositions in the ordinary course of business of assets or properties that are obsolete or that are no longer used or useful in the conduct of such Borrower's or Subsidiary's business, (d) sales of property listed on Schedule 1.1F and (e) sales in the ordinary course of business of assets or properties (other than Inventory) used in such Borrower's or Subsidiary's business that are worn out or in need of replacement and that are replaced with assets of reasonably equivalent value or utility.
