Common use of Sale of Assets; Acquisitions; Merger Clause in Contracts

Sale of Assets; Acquisitions; Merger. (a) Except for the transactions described in Schedule X (the “Permitted Dispositions”), do either of the following: (i) sell any single asset with a book value of $50,000,000 or more for a sales price which is less than 60% of the book value of that asset, or (ii) sell any single asset with a book value of $20,000,000 or more unless such sale is in the ordinary course of business; provided, however, that in no event shall the aggregate sales price of all assets sold or disposed of by the Loan Parties, other than those sold in the ordinary course of business, exceed $50,000,000 in any single calendar year. (b) Do any of the following: (i) sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower and the Subsidiaries (on a consolidated basis) except for the sale of inventory in the ordinary course of business; (ii) merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iii) dissolve, liquidate or wind up its business by operation of law or otherwise; or (iv) distribute to the stockholders of the Borrower any Securities of any Subsidiary; provided, however, that any Subsidiary or any other Person may merge into or consolidate with or may dissolve and liquidate into a Loan Party and any Subsidiary that is not a Loan Party may merge into or consolidate with or may dissolve and liquidate into another Subsidiary that is not a Loan Party, if (and only if), (1) in the case of a merger or consolidation involving a Loan Party, the Loan Party is the surviving Person, (2) in the case of a merger or consolidation involving the Borrower, the Borrower is the surviving Person, (3) the character of the business of the Borrower and the Subsidiaries on a consolidated basis will not be materially changed by such occurrence, and (4) such occurrence shall not constitute or give rise to an Event of Default or Unmatured Default or a default in respect of any of the covenants contained in any agreement to which the Borrower or any such Subsidiary is a party or by which its property may be bound. (c) Acquire another Person unless (i) the primary business of such Person is the Real Estate Business and (ii) the majority of shareholders (or other equity interest holders), the board of directors or other governing body of such Person approves such Acquisition. Nothing contained in this Section 7.04, however, shall restrict any sale of assets among the Borrower and the Guarantors which is in compliance with all other provisions of this Agreement.

Sale of Assets; Acquisitions; Merger. (a) Except for the transactions described in Schedule X (the “Permitted Dispositions”), do either of the following: (i) sell any single asset with a book value of $50,000,000 or more for a sales price which is less than 60% of the book value of that asset, or (ii) sell any single asset with a book value of $20,000,000 or more unless such sale is in the ordinary course of business; provided, however, that in no event shall the aggregate sales price of all assets sold or disposed of by the Loan Parties, other than those sold in the ordinary course of business, exceed $50,000,000 in any single calendar year. (b) Do any of the following: (i) sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower and the Subsidiaries (on a consolidated basis) except for the sale of inventory in the ordinary course of business; (ii) merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iii) dissolve, liquidate or wind up its business by operation of law or otherwise; or (iv) distribute to the stockholders partners of the Borrower any Securities of any Subsidiary; providedPROVIDED, howeverHOWEVER, that any Subsidiary or any other Person may merge into or consolidate with or may dissolve and liquidate into a Loan Party and any Subsidiary that is not a Loan Party may merge into or consolidate with or may dissolve and liquidate into another Subsidiary that is not a Loan Partythe Borrower, if (and only if), (1) in the case of a merger or consolidation involving a Loan Partyconsolidation, the Loan Party Borrower is the surviving Person, (2) in the case of a merger or consolidation involving the Borrower, the Borrower is the surviving Person, (3) the character of the business of the Borrower and the Subsidiaries on a consolidated basis will not be materially changed by such occurrence, and (4) such occurrence shall not constitute or give rise to an Event of Default or Unmatured Default or a default in respect of any of the covenants contained in any agreement to which the Borrower or any such Subsidiary is a party or by which its property may be bound. (cb) Acquire another Person unless (i) the primary business of such Person is involved in the acquisition, development and/or sale of Real Estate Business as its primary business and (ii) the majority of shareholders (or other equity interest holders), the board of directors or other governing body of and such Person approves such Acquisitionacquisition. Nothing contained in this Section 7.04, however, shall restrict any sale of assets among between the Borrower and the Guarantors any Subsidiary Guarantor, or between Subsidiary Guarantors, which is in compliance with all other provisions of this AgreementAgreement and the other Loan Documents.

Sale of Assets; Acquisitions; Merger. (a) Except for the transactions described in Schedule X (the “Permitted Dispositions”), do either of the following: (i) sell any single asset with a book value of $50,000,000 or more for a sales price which is less than 60% of the book value of that asset, or (ii) sell any single asset with a book value of $20,000,000 or more unless such sale is in the ordinary course of business; provided, however, that in no event shall the aggregate sales price of all assets sold or disposed of by the Loan Parties, other than those sold in the ordinary course of business, exceed $50,000,000 in any single calendar year. (b) Do any of the following: (i) sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower and the Subsidiaries (on a consolidated basis) except for the sale of inventory in the ordinary course of business; (ii) merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iii) dissolve, liquidate or wind up its business by operation of law or otherwise; or (iv) distribute to the stockholders of the Borrower any Securities of any Subsidiary; provided, however, that any Subsidiary or any other Person may merge into or consolidate with or may dissolve and liquidate into a Loan Party and any Subsidiary that is not a Loan Party may merge into or consolidate with or may dissolve and liquidate into another Subsidiary that is not a Loan Party, if (and only if), (1) in the case of a merger or consolidation involving a Loan Party, the Loan Party is the surviving Person, (2) in the case of a merger or consolidation involving the Borrower, the Borrower is the surviving Person, (3) the character of the business of the Borrower and the Subsidiaries on a consolidated basis will not be materially changed by such occurrence, and (4) such occurrence shall not constitute or give rise to an Event of Default or Unmatured Default or a default in respect of any of the covenants contained in any agreement to which the Borrower or any such Subsidiary is a party or by which its property may be bound. (cb) Acquire another Person unless (i) the primary business of such Person is the Real Estate Business and (ii) the majority of shareholders (or other equity interest holders), the board of directors or other governing body of such Person approves such Acquisition. Nothing contained in this Section 7.04, however, shall restrict any sale of assets among the Borrower and the Guarantors which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.

Sale of Assets; Acquisitions; Merger. (a) Except for the transactions described in Schedule X (the “Permitted Dispositions”), Do or permit any of its Subsidiaries to do either of the following: (i) sell any single asset with a book value of $50,000,000 or more for a sales price which is less than 60% of the book value of that asset, or (ii) sell any single asset with a book value of $20,000,000 or more unless such sale is in the ordinary course of business; provided, however, that in no event shall the aggregate sales price of all assets sold or disposed of by the Loan Parties, other than those sold in the ordinary course of business, exceed $50,000,000 in any single calendar year. (b) Do any of the following: (i) sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower and the Subsidiaries (on a consolidated basis) except for the sale of inventory in the ordinary course of business; (ii) merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iii) dissolve, liquidate or wind up its business by operation of law or otherwise; or (iv) distribute to the stockholders of the Borrower any Securities of any Subsidiary; provided, however, that any Subsidiary or any other Person may merge into or consolidate with or may dissolve and liquidate into a Loan Party and any Subsidiary that is not a Loan Party may merge into or consolidate with or may dissolve and liquidate into another Subsidiary that is not a Loan Party, if (and only if), (1) in the case of a merger or consolidation involving a Loan PartyParty other than the Borrower, the surviving Person is, or upon such merger or consolidation becomes, a Loan Party is the surviving PersonParty, (2) in the case of a merger or consolidation involving the Borrower, the Borrower is the surviving Person, (3) the character of the business of the Borrower and the Subsidiaries on a consolidated basis will not be materially changed by such occurrence, and (4) such occurrence shall not constitute or give rise to (a) an Event of Default or Unmatured Default or (b) a default (beyond all applicable grace and cure periods) in respect of any of the covenants contained in any agreement to which the Borrower or any such Subsidiary is a party or by which its property may be boundbound if such default would have a Material Adverse Effect. (cb) Acquire another Person unless (i) the primary business of such Person is the Real Estate Business and (ii) the majority of shareholders (or other equity interest holders), the board of directors or other governing body of such Person approves such Acquisition. Nothing contained in this Section 7.04, however, shall restrict any sale of assets among the Borrower and the Guarantors its Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.

Sale of Assets; Acquisitions; Merger. (a) Except for the transactions described in Schedule X (the “Permitted Dispositions”), do either Sell or permit any of the following: (i) its Subsidiaries to sell any single asset with a book value of $50,000,000 or more for a sales price which is less Property other than 60% of the book value of that asset, or (ii) sell any single asset with a book value of $20,000,000 or more unless such sale is in the ordinary course of business; providedits business (including, howeverwithout limitation, that in no event shall the aggregate sales price sale of all assets sold or disposed of by the Loan PartiesUnits, other than those sold in the ordinary course of business, exceed $50,000,000 in any single calendar yearfurnishings from Model Units and obsolete equipment). (b) Do Do, or permit any of its Subsidiaries to do, any of the following: (i) sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower and the Subsidiaries (on a consolidated basis) except for the sale of inventory in the ordinary course of business; (ii) merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iii) dissolve, liquidate or wind up its business by operation of law or otherwise; or (iv) distribute to the stockholders of the Borrower any Securities of any Subsidiary; provided, however, that (A) any Subsidiary of the Borrower (other than NVRMF) may dissolve, provided, that (1) immediately following such dissolution, the Borrower or another Subsidiary succeeds to all of the assets of such dissolved Subsidiary, (2) a Guarantor may dissolve only if the Borrower or another Guarantor succeeds to all the assets of such dissolved Guarantor and (3) NVR Funding II may dissolve only if (a) the NVR Funding II Note is cancelled and not replaced or (b) the successor holder of the NVR Funding II Note promptly executes and delivers to the Administrative Agent a replacement Subordination Agreement, and (B) the Borrower and any other Person Subsidiary may merge into or consolidate with or may dissolve and liquidate into a Loan Party and any Subsidiary that is not a Loan Party may merge into or consolidate another Person in connection with or may dissolve and liquidate into another Subsidiary that is not a Loan Partyan Acquisition permitted under paragraph (c) below, if (and only if), (1) in the case of a merger or consolidation involving a Loan Party, the Loan Party is the surviving Person, (2) in the case of a merger or consolidation involving the Borrower, the Borrower is the surviving Person, (32) in the character case of the business a merger involving a Subsidiary of the Borrower and a Person that is not a Subsidiary, such Subsidiary is the Subsidiaries on a consolidated basis will not surviving Person, (3) the Borrower would be materially changed by in compliance with the covenants contained in Sections 7.01, 7.03 and 7.04 if determination of such occurrence, compliance were made immediately following such merger and (4) such occurrence shall not constitute or give rise to an Event of Default or Unmatured Default or a default in respect of any of the covenants contained in any agreement to which the Borrower or any such Subsidiary is a party or by which its property may be bound. (c) Acquire another Person Engage or permit any of its Subsidiaries to engage in any Acquisition, other than Land purchases permitted by Section 7.12, unless (i) the primary business that is the subject of such Person Acquisition is the Real Estate Business and Homebuilding Business, (ii) the majority of shareholders consideration paid in such Acquisition is less than $50,000,000, (or other equity interest holders), iii) the board of directors or other governing body of the Person that is the subject of such Person Acquisition approves such Acquisition and (iv) immediately prior to, and immediately after, such Acquisition. Nothing contained in this Section 7.04, however, shall restrict any sale of assets among the Borrower and the Guarantors which is in compliance with all other provisions of this Agreementno Default or Unmatured Default exists.

Sale of Assets; Acquisitions; Merger. (a) Except for the transactions described in Schedule X (the “Permitted Dispositions”), do Do either of the following: (i) sell any single asset with a book value of $50,000,000 5,000,000 or more for a sales price which is less than 60% of the book value of that asset, or (ii) sell any single asset with a book value of $20,000,000 10,000,000 or more unless such sale is in the ordinary course of business; providedPROVIDED, howeverHOWEVER, that in no event shall the aggregate sales price of all assets sold or disposed of by the Loan PartiesBorrower, other than those sold in the ordinary course of business, exceed $50,000,000 25,000,000 in any single calendar year. (b) Do any of the following: (i) sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower Company and the Subsidiaries (on a consolidated basis) except for the sale of inventory in the ordinary course of business; (ii) except as contemplated by the Reorganization Documents, merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iii) dissolve, liquidate or wind up its business by operation of law or otherwise; or (iv) except as contemplated by the Reorganization Documents, distribute to the stockholders of the Borrower Company any Securities of any Subsidiary; providedPROVIDED, howeverHOWEVER, that any Subsidiary or any other Person may merge into or consolidate with or may dissolve and liquidate into a Loan Party and any Subsidiary that is not a Loan Party may merge into or consolidate with or may dissolve and liquidate into another Subsidiary that is not a Loan PartyBorrower, if (and only if), (1) in the case of a merger or consolidation involving consolidation, a Loan Party, the Loan Party Borrower is the surviving Person, (2) in the case of a merger or consolidation involving the BorrowerCompany, the Borrower Company is the surviving Person, (3) the character of the business of the Borrower Company and the Subsidiaries on a consolidated basis will not be materially changed by such occurrence, and (4) such occurrence shall not constitute or give rise to an Event of Default or Unmatured Default or a default in respect of any of the covenants contained in any agreement to which the Borrower Company or any such Subsidiary is a party or by which its property may be bound. (c) Acquire another Person unless (i) the primary business of such Person is involved in the Real Estate Business acquisition, development, management, rental and/or sale of real estate assets and/or the provision of financial services as its primary business and (ii) the majority of shareholders (or other equity interest holders), the board of directors or other governing body of such Person approves such Acquisitionacquisition. Nothing contained in this Section 7.04, however, shall restrict any sale of assets among between the entities comprising the Borrower and the Guarantors which is in compliance with all other provisions of this Agreement.

Sale of Assets; Acquisitions; Merger. (a) Except for the transactions described in Schedule X (the “"Permitted Dispositions”"), do either of the following: (i) sell any single asset with a book value of $50,000,000 or more for a sales price which is less than 60% of the book value of that asset, or (ii) sell any single asset with a book value of $20,000,000 or more unless such sale is in the ordinary course of business; provided, however, that in no event shall the aggregate sales price of all assets sold or disposed of by the Loan Parties, other than those sold in the ordinary course of business, exceed $50,000,000 in any single calendar year. (b) Do any of the following: (i) sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower Company and the Subsidiaries (on a consolidated basis) except for the sale of inventory in the ordinary course of business; (ii) except as contemplated by the Merger Documents, merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iii) dissolve, liquidate or wind up its business by operation of law or otherwise; or (iv) distribute to the stockholders of the Borrower Company any Securities of any Subsidiary; provided, however, that any Subsidiary or any other Person may merge into or consolidate with or may dissolve and liquidate into a Loan Party and any Subsidiary that is not a Loan Party may merge into or consolidate with or may dissolve and liquidate into another Subsidiary that is not a Loan Party, if (and only if), (1) in the case of a merger or consolidation involving a Loan Partyconsolidation, the Loan Party is the surviving Person, (2) in the case of a merger or consolidation involving the BorrowerCompany, the Borrower Company is the surviving Person, (3) the character of the business of the Borrower Company and the Subsidiaries on a consolidated basis will not be materially changed by such occurrence, and (4) such occurrence shall not constitute or give rise to an Event of Default or Unmatured Default or a default in respect of any of the covenants contained in any agreement to which the Borrower Company or any such Subsidiary is a party or by which its property may be boundbound and (5) unless and until the Co-Borrower Termination Conditions are satisfied, no merger or consolidation involving the Co-Borrower shall be permitted except in accordance with the provisions of Section 6.01(a)(ii). (c) Acquire another Person unless (i) the primary business of such Person is the Real Estate Business and (ii) the majority of shareholders (or other equity interest holders), the board of directors or other governing body of such Person approves such Acquisition. Nothing contained in this Section 7.04, however, shall restrict any sale of assets among the Borrower Company and the Guarantors which is in compliance with all other provisions of this Agreement.

Sale of Assets; Acquisitions; Merger. (a) Except for the transactions described in Schedule X (the “Permitted Dispositions”), do Do either of the following: (i) sell any single asset with a book value of $50,000,000 5,000,000 or more for a sales price which is less than 60% of the book value of that asset, or (ii) sell any single asset with a book value of $20,000,000 10,000,000 or more unless such sale is in the ordinary course of business; providedPROVIDED, howeverHOWEVER, that in no event shall the aggregate sales price of all assets sold or disposed of by the Loan PartiesBorrower, other than those sold in the ordinary course of business, exceed $50,000,000 25,000,000 in any single calendar year. (b) Do any of the following: (i) sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower Company and the Subsidiaries (on a consolidated basis) except for the sale of inventory in the ordinary course of business; (ii) except as contemplated by the Reorganization Documents, merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iii) dissolve, liquidate or wind up its business by operation of law or otherwise; or (iv) except as contemplated by the Reorganization Documents, distribute to the stockholders of the Borrower Company any Securities of any Subsidiary; providedPROVIDED, howeverHOWEVER, that any Subsidiary or any other Person may merge into or consolidate with or may dissolve and liquidate into a Loan Party and any Subsidiary that is not a Loan Party may merge into or consolidate with or may dissolve and liquidate into another Subsidiary that is not a Loan PartyBorrower, if (and only if), (1) in the case of a merger or consolidation involving consolidation, a Loan Party, the Loan Party Borrower is the surviving Person, (2) in the case of a merger or consolidation involving the BorrowerCompany, the Borrower Company is the surviving Person, (3) the character of the business of the Borrower Company and the Subsidiaries on a consolidated basis will not be materially changed by such occurrence, and (4) such occurrence shall not constitute or give rise to an Event of Default or Unmatured Unma- tured Default or a default in respect of any of the covenants contained in any agreement to which the Borrower Company or any such Subsidiary is a party or by which its property may be bound. (c) Acquire another Person unless (i) the primary business of such Person is involved in the Real Estate Business acquisition, development, management, rental and/or sale of real estate assets and/or the provision of financial services as its primary business and (ii) the majority of shareholders (or other equity interest holders), the board of directors or other governing body of such Person approves such Acquisitionacquisition. Nothing contained in this Section 7.04, however, shall restrict any sale of assets among between the entities comprising the Borrower and the Guarantors which is in compliance with all other provisions of this Agreement.

Sale of Assets; Acquisitions; Merger. (a) Except for the transactions described in Schedule X (the “Permitted Dispositions”), do Do either of the following: (i) sell any single asset with a book value of $50,000,000 5,000,000 or more for a sales price which is less than 60% of the book value of that asset, or (ii) sell any single asset with a book value of $20,000,000 10,000,000 or more unless such sale is in the ordinary course of businessmore; providedPROVIDED, howeverHOWEVER, that in no event shall the aggregate sales price of all assets sold or disposed of by the Loan PartiesBorrower, other than those sold in the ordinary course of business, exceed $50,000,000 25,000,000 in any single calendar year. (b) Do any of the following: (i) sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower Company and the Subsidiaries (on a consolidated basis) except for the sale of inventory in the ordinary course of business; (ii) merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it;; or (iii) dissolve, liquidate or wind up its business by operation of law or otherwise; or (iv) distribute to the stockholders of the Borrower any Securities of any Subsidiary; providedPROVIDED, howeverHOWEVER, that any Subsidiary or any other Person may merge into or consolidate with or may dissolve and liquidate into a Loan Party and any Subsidiary that is not a Loan Party may merge into or consolidate with or may dissolve and liquidate into another Subsidiary that is not a Loan PartyBorrower, if (and only if), (1) in the case of a merger or consolidation involving consolidation, a Loan Party, the Loan Party Borrower is the surviving Person, (2) in the case of a merger or consolidation involving the BorrowerCompany, the Borrower Company is the surviving Person, (3) the character of the business of the Borrower Company and the Subsidiaries on a consolidated basis will not be materially changed by such occurrence, and (4) such occurrence shall not constitute or give rise to an Event of Default or Unmatured Default or a default in respect of any of the covenants contained in any agreement to which the Borrower Company or any such Subsidiary is a party or by which its property may be bound. (c) Acquire another Person company unless (i) such company is involved in the acquisition, development, management, rental and/or sale of real estate assets and/or the provision of financial services as its primary business of such Person is the Real Estate Business and (ii) the majority of shareholders (or other equity interest holders), the board of directors or other governing body of such Person approves such Acquisitionbusiness. Nothing contained in this Section 7.04, however, shall restrict any sale of assets among between the entities comprising the Borrower and the Guarantors which is in compliance with all other provisions of this Agreement.