Common use of Restrictions on Sale of Assets Clause in Contracts

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 liquidation, as applicable, of money or Cash Equivalents in the ordinary course of business and in a manner that is not prohibited by the terms of this Credit Agreement or the other Credit Documents; and (k) leases, subleases, licenses or sublicenses of real property in the ordinary course of business not interfering in any material respect with the business of any Credit Party or Restricted Subsidiary.

Restrictions on Sale of Assets. Sell, lease, assign, transfer or otherwise dispose of any assets or property (including the Capital Stock of any Restricted Subsidiary of Partnersthe Borrower) other than: than (a) sales of inventory Inventory in the ordinary course of business; , (b) sale-leaseback transactions permitted by Section 9.13; 9.14, (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 inventoryInventory) 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) sales of the initial fixed assets in connection with the IPO in consideration of cash and/or the transfer to Coastal Fuels Marketing, Inc. and to TransMontaigne Product Services Inc. of units of limited partner interest in Partners and the transfer to the General Partner (a wholly owned subsidiary of TransMontaigne Services Inc.) units (constituting 2% of the total limited partner interests) of general partner interest in Partners and incentive distribution rights, all as described in the S-1 Registration Statement pertaining to the IPO, (f) subsequent sales of additional refined product terminals (including, but not limited to, Mortgaged Real Estate) to Partners (or its designees, including Operating Company or other MLP Entities), so long as no Default or Event of Default is in existence or would be created thereby, and subject to the Option Consideration Requirements, (g) sales by Coastal Fuels Marketing, Inc. of up to 502,500 common units of partnership interests in Partners that were acquired as Investments as contemplated in clause (i)(1) and (2) of the definition of “Permitted Investments” in connection with the exercise by the underwriters for the IPO of their over-allotment option within the 30 day period following the date of the Prospectus for the IPO, (h) transfers by TransMontaigne Services Inc. of 120,000 common units of partnership interests in Partners that were acquired as Investments as contemplated in clause (i)(1) and (2) of the definition of “Permitted Investments” pursuant to its long-term incentive plan, (i) subject to the prior written consent of the Required Lenders, sales of other units of partnership interests in Partners that were acquired as Investments as contemplated in clause (i)(1) and (2) of the definition of “Permitted Investments”, (j) other asset sales not exceeding in the aggregate for all Credit Parties 5.00% of Consolidated Net Tangible Assets $10,000,000 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) fiscal year 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 liquidation, as applicable, of money or Cash Equivalents in the ordinary course of business and in a manner that is not prohibited by the terms of this Credit Agreement or the other Credit Documents; and (k) leases, subleases, licenses or sublicenses of real property in the ordinary course of business not interfering in any material respect with the business of any Credit Party or Restricted SubsidiaryLion Oil Company Disposition Transaction.

Restrictions on Sale of Assets. Sell, lease, assign, transfer or otherwise dispose of any assets or property (including the Capital capital Stock of any Subsidiary of PartnersXxxxxxx Cable) other than: (a) sales of inventory Inventory in the ordinary course of business; (b) sale-leaseback transactions permitted by Section 9.136.14, the making of Permitted Investments, and transactions permitted pursuant to Section 6.8; (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 Loan Party’s or Restricted Subsidiary’s business; (d) sales in the ordinary course of business of assets or properties (other than inventoryInventory) used in such Credit Loan 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 termination of Hedge Agreements in the aggregate for all Credit Parties 5.00% ordinary course 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 existsbusiness; (f) transfers (A) the sale, lease or transfer of property or assets among Full Recourse Credit the US Loan Parties, provided that with respect to any Real Estate that is transferredor (B) the sale, Borrower shall provide Agent with at least thirty (30) days’ prior written notice lease or transfer of such transfer, and prior to such transfer deliver any Mortgages and Real Estate Documentation, as requested by property or assets among the Agent, reasonably necessary for the Agent to maintain the priority of the Lien of the Agent in respect of such Real EstateCanadian Loan Parties; (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 no Event of Default has occurred and is continuing or transfers are made at fair market value (as determined in good faith by would result therefrom, the Board sale of Directors all or substantially all of the General Partner) and constitute Permitted JV Investments;assets of any Subsidiary of Xxxxxxx Cable that is not a Loan Party; and (h) so long as no Event of Default has occurred and is continuing or would result therefrom, the sale or transfer of a portion all of (but not all of) the Capital capital Stock of any Subsidiary of Xxxxxxx Cable that is not 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;Loan Party. (i) the sale or discount, in each case without recourse, of overdue account receivables Accounts arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of a financing transactionthereof; (j) the uselicensing, transfer, or liquidation, as applicableon a non-exclusive basis, of money or Cash Equivalents patents, trademarks, copyrights and other intellectual property rights in the ordinary course of business and in a manner that is not prohibited by the terms of this Credit Agreement or the other Credit Documents; andbusiness; (k) leasesany involuntary loss, subleasesdamage or destruction of property; (l) any involuntary condemnation, licenses seizure or sublicenses taking, by exercise of real property the power of eminent domain or otherwise, or confiscation or requisition of use of property; (m) the leasing or subleasing of assets of any Borrower or its Subsidiaries in the ordinary course of business business; (n) the lapse of registered patents, trademarks and other intellectual property of any Borrower and its Subsidiaries, the lapse of which would not interfering reasonably be expected to cause in any material respect a Material Adverse Change and so long as such lapse is not materially adverse to the interests of the Lenders; (o) dispositions of assets acquired by Borrowers and their Subsidiaries pursuant to a Permitted Acquisition consummated within 12 months of the date of the proposed disposition so long as (i) the consideration received for the assets to be so disposed is at least equal to the fair market value thereof, (ii) not less than 75% of the consideration for such disposition is in the form of cash received by a Loan Party, (iii) the assets to be so disposed are not necessary or economically desirable in connection with the business of Borrowers and their Subsidiaries, and (iv) the assets to be so disposed are readily identifiable as assets acquired pursuant to the subject Permitted Acquisition; and (p) sales, leases or other dispositions of assets not otherwise permitted in clauses (a) through (o) above so long as (i) before and after giving effect to such sale, lease or disposition, no Default or Event of Default is in existence or would result therefrom, (ii) the consideration received for the assets so disposed is at least equal to the fair market value thereof, (iii) after giving effect to such sale, lease or disposition, Excess Availability is at least equal to Required Excess Availability, and (iv) such sale, lease or disposition is made at fair market value and the aggregate fair market value of all assets disposed of in any Credit Party one calendar year (including the proposed disposition) would not exceed $5,000,000; provided, that such limitation for the aggregate fair market value of all assets disposed of in any one calendar year shall be increased to 15% of the Consolidated Assets so long as (A) the conditions set forth in clauses (i) through (iii) above in this Section 6.3(p) are satisfied, (B) in the case of individual assets with a book value in excess of $1,000,000, the consideration received in respect thereof is at least equal to the portion of the Advances predicated on the value of such assets, (C) the consideration received in respect thereof is all cash, and (D) at least 10 days prior to such sale, lease or Restricted Subsidiarydisposition, Borrowers shall have provided US Agent with written confirmation, supported by reasonably detailed calculations, that on a pro forma basis (taking into account the elimination of the assets and business subject to such sale, lease or disposition), Borrowers (x) would have a Fixed Charge Coverage Ratio of at least 1.0 to 1.0, measured for the 12 month period ending on the last day of the most recently ended calendar month for which US Agent has received the financial statements required to be delivered under Section 5.1 prior to such sale, lease or disposition, and (y) are projected to have a Fixed Charge Coverage Ratio of at least 1.0 to 1.0 for the 12 consecutive month period ended one year after the proposed date of consummation of such sale, lease or disposition.

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 Partnersthe Company) other than: than (a) sales of inventory Inventory in the ordinary course of business; , (b) sale-leaseback transactions permitted by Section 9.13; sales, rentals or leases of Rental Machinery, Equipment and vehicles in the ordinary course of business, (c) sales or other dispositions in the ordinary course of business of assets or properties that are obsolete or that are no longer used worn equipment and vehicles by a Credit Party other than the sale or useful other disposition of equipment described in the conduct of such Credit Party’s clauses (a) or Restricted Subsidiary’s business; (b) immediately above, (d) sales in the ordinary course or other dispositions 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 Cash Equivalents and that are replaced within six (6) months with assets of reasonably equivalent value or utility; Investment Grade Securities, (e) (i) sales of real estate assets pursuant to sale and leaseback transactions permitted by clause (b) of Section 9.15 and (ii) other asset sales not exceeding in the aggregate or other dispositions for all Credit Parties 5.00% cash and fair value of Consolidated Net Tangible Assets real estate assets in any twelve (12) consecutive month periodfiscal year, so long as the aggregate Net Cash Proceeds from such assets are sold at fair market value (as determined dispositions when combined with all other such dispositions previously made by all the Borrowers in good faith by such fiscal year do not exceed $10,000,000 in the Board of Directors of the General Partner) and before and after giving effect thereto no Default or Event of Default exists; aggregate, (f) transfers sales or other dispositions of assets among Full Recourse Credit PartiesBorrowers including the sale, provided that with respect transfer or other disposition of assets from one Borrower to any Real Estate that is transferred, Borrower shall provide Agent with at least thirty (30) days’ prior written notice another as a result of the dissolution or liquidation of such transferBorrower, 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 disposition of property or transfer assets as a result 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; Casualty Loss, (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 sales and other dispositions in connection with a the incurrence of Receivables Recourse Indebtedness permitted pursuant to clause (xv) of the definition of Permitted JV Investment; Indebtedness, and (i) other sales, leases, assignments, transfers and other dispositions approved by the sale or discountRequired Lenders, in each case without recourse(except for clauses (a), (b), (f) or (g) above), so long as no Event of overdue account receivables arising Default has occurred and is continuing or would occur after giving effect thereto; provided, that in the ordinary course case of business, but only dispositions described in connection with the compromise or collection thereof clauses (a) and not as part (b) above if an Event of a financing transaction; (j) the use, transfer, or liquidation, as applicable, Default has occurred and is continuing any such dispositions of money or Cash Equivalents Collateral described in the ordinary course of business and in a manner that is not prohibited by the terms of this Credit Agreement or the other Credit Documents; and (k) leases, subleases, licenses or sublicenses of real property in the ordinary course of business not interfering in any material respect with the business of any Credit Party or Restricted Subsidiarysuch clauses shall be made on an arms' length basis for fair market value.

Restrictions on Sale of Assets. Sell, lease, assign, transfer or otherwise dispose of Make any assets or property (including the Capital Stock of any Subsidiary of Partners) Asset Disposition 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 periodperiod determined at the time such Asset Disposition is made, so long as such assets are sold at fair market value (as determined in good faith by either the Board of Directors of the General PartnerPartner if the purchase price for such assets is greater than $50,000,000 or, in all other cases, an Executive Officer) and immediately 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 either the Board of Directors of the General Partner) and Partner if the purchase price for such assets is greater than $50,000,000 or, in all other cases, an Executive Officer), constitute Permitted JV InvestmentsInvestments and immediately before and after giving effect thereto no Default or Event of Default exists; (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 liquidation, as applicable, of money or Cash Equivalents in the ordinary course of business and in a manner that is not prohibited by the terms of this Credit Agreement or the other Credit Documents; and (k) leases, subleases, licenses or sublicenses of real property in the ordinary course of business not interfering in any material respect with the business of any Credit Party or Restricted Subsidiary.