Common use of Sale of Assets, Consolidation, Merger, Dissolution, Etc Clause in Contracts

Sale of Assets, Consolidation, Merger, Dissolution, Etc. (a) No Issuer Related Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, dissolve, liquidate or wind up its affairs or agree to do so at a future time, except (and, as applicable, upon such Issuer Related Party or such Subsidiary obtaining all requisite approvals from the Bankruptcy Court) any Subsidiary of any Issuer Related Party may merge into or consolidate with such Issuer Related Party or any other Subsidiary of such Issuer Related Party; provided, that in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be an Issuer Related Party or a wholly-owned Subsidiary of an Issuer Related Party; provided, further, that in the case of any such merger or consolidation to which a Guarantor is party, the Person formed by such merger or consolidation shall be a Guarantor; provided, further, that in the case of any such merger or consolidation which the Issuer is a party, the surviving entity in such merger or consolidation shall be the Issuer. (b) No Issuer Related Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, sell, transfer, lease or otherwise dispose of any of its property or assets or agree to do so at a future time, except (and, as applicable, upon such Issuer Related Party or such Subsidiary obtaining all requisite approvals from the Bankruptcy Court): (i) sales, transfers or other dispositions of obsolete assets; (ii) the lease or sublease of real property (other than any material part of any Casino Property) or equipment in the ordinary course of business; (iii) the license or sublicense (subject to the liens in favor of the Agents and the Note Purchasers) of Intellectual Property in the ordinary course of business and on ordinary business terms; (iv) sales, transfers or other dispositions of cash and Cash Equivalents or other property sold or disposed of in the ordinary course of business and on ordinary business terms, including sales of delinquent accounts receivables in connection with the compromise or collection thereof; (v) transfers resulting from or made directly in connection with any casualty or condemnation of property or assets; (vi) transfers in connection with any Investment permitted by Section 10.10; (vii) sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of business; (viii) in a transaction authorized by clause (a) of this Section 10.7; and (ix) sales, transfers or other dispositions of assets among the Issuer Related Parties.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. (a) No Issuer Related Party Borrower shall, nor and no Borrower shall it permit any of its Subsidiaries Domestic Subsidiary to (and Lender does not authorize any Borrower to), directly or indirectly, dissolve, liquidate , (a) merge into or wind up its affairs consolidate or agree amalgamate with any other Person or permit any other Person to do so at a future time, except (and, as applicable, upon such Issuer Related Party or such Subsidiary obtaining all requisite approvals from the Bankruptcy Court) any Subsidiary of any Issuer Related Party may merge into or consolidate with such Issuer Related Party or any it other Subsidiary of such Issuer Related Partythan in connection with the Permitted Amalgamation; provided, that in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be an Issuer Related Party or a wholly-owned Subsidiary of an Issuer Related Party; provided, further, that in the case of any such merger or consolidation to which a Guarantor is party, the Person formed by such merger or consolidation shall be a Guarantor; provided, further, that in the case of any such merger or consolidation which the Issuer is a party, the surviving entity in such merger or consolidation shall be the Issuer.or (b) No Issuer Related Party shallsell, nor shall it permit any of its Subsidiaries toassign, directly or indirectly, selllease, transfer, lease abandon or otherwise dispose of any Capital Stock or Indebtedness to any other Person or any of its property or assets or agree to do so at a future time, except (and, as applicable, upon such Issuer Related Party or such Subsidiary obtaining all requisite approvals from the Bankruptcy Court): (i) sales, transfers or any other dispositions of obsolete assets; (ii) the lease or sublease of real property Person (other than any material part of any Casino Property) a Borrower or equipment in the ordinary course of business; (iii) the license or sublicense (subject to the liens a Domestic Subsidiary that has executed in favor of Lender a guaranty of the Agents Obligations and the Note Purchasers) a security agreement granting Lender a first priority security interest and hypothec in all of Intellectual Property its assets, each in the ordinary course of business form and on ordinary business terms; substance satisfactory to Lender), except for (iv) sales, transfers or other dispositions of cash and Cash Equivalents or other property sold or disposed of in the ordinary course of business and on ordinary business terms, including sales of delinquent accounts receivables in connection with the compromise or collection thereof; (v) transfers resulting from or made directly in connection with any casualty or condemnation of property or assets; (vi) transfers in connection with any Investment permitted by Section 10.10; (viii) sales of Inventory in the ordinary course of business, (ii) the disposition of Equipment so long as (A) after any Event of Default or during any Availability Compliance Period (related to an Availability Triggering Event), any proceeds are paid to Lender and (B) such sales do not involve Equipment having an aggregate fair market value, when taken together with sales of Equipment by all other Credit Parties, in excess of the U.S. Dollar Equivalent of Ten Million Dollars ($10,000,000) for all such Equipment disposed of in any fiscal year of the relevant Borrower, (iii) transfers of Securitization Assets to a SPE in connection with a Securitization so long as (A) Lender has received an irrevocable license, in form and substance satisfactory to Lender, from the SPE to use the Intellectual Property included in the Securitization Assets to dispose of or otherwise exercise its business rights with respect to any Inventory, (B) Borrowers have received an irrevocable license, in form and substance satisfactory to Lender, from the granting SPE to use the Intellectual Property included in the Securitization Assets to conduct their business, and (C) Lender has received from Borrowers a sublicense, in form and substance satisfactory to Lender, extending Borrowers' licensed rights in the Intellectual Property included in the Securitization Assets to Lender, (D) receipt by Lender of an opinion of counsel to Borrowers to the effect that the Securitization Documents do not violate, breach or result in a Default under the Financing Agreements, in form and substance reasonably satisfactory to Lender, (iv) the issuance and sale by a Borrower of Capital Stock of such Borrower after the date hereof; provided, that such sale of Capital Stock does not result in any Change in Control and as of the date of such issuance and sale and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (v) licensing by any Borrower of any option or other right to purchaseof its Intellectual Property, lease or otherwise acquire Inventory in the ordinary course of its business; , (vi) disposition by any Borrower of any of its warehouse space not necessary to such Borrower's business, in the ordinary course of such Borrower's business, (vii) sales of Cash Equivalents, as provided under Section 9.10(b), and (viii) in a transaction authorized sales of any publicly traded securities owned by clause (a) of this any Borrower, as provided under Section 10.7; and9.10(c). (ixc) saleswind up, transfers liquidate or other dispositions dissolve; or (d) agree to do any of assets among the Issuer Related Partiesforegoing.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Borrower shall not, directly or indirectly (other than as permitted by Section 9.10), (a) No Issuer Related Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, dissolve, liquidate or wind up its affairs or agree to do so at a future time, except (and, as applicable, upon such Issuer Related Party or such Subsidiary obtaining all requisite approvals from the Bankruptcy Court) any Subsidiary of any Issuer Related Party may merge into or with or consolidate with such Issuer Related Party or any other Subsidiary of such Issuer Related Party; provided, that in the case of Person or permit any such merger other Person to merge into or consolidation, the Person formed by such merger or consolidation shall be an Issuer Related Party with or a wholly-owned Subsidiary of an Issuer Related Party; providedconsolidate with it, further, that in the case of any such merger or consolidation to which a Guarantor is party, the Person formed by such merger or consolidation shall be a Guarantor; provided, further, that in the case of any such merger or consolidation which the Issuer is a party, the surviving entity in such merger or consolidation shall be the Issuer. (b) No Issuer Related Party shallsell, nor shall it permit any of its Subsidiaries toassign, directly or indirectly, selllease, transfer, lease abandon or otherwise dispose of any stock or indebtedness to any other Person or any of its property or assets or agree to do so at a future time, any other Person (except (and, as applicable, upon such Issuer Related Party or such Subsidiary obtaining all requisite approvals from the Bankruptcy Court): for (i) sales, transfers sales or other dispositions of obsolete assets; (ii) the lease or sublease of real property (other than any material part of any Casino Property) or equipment in the ordinary course of business; (iii) the license or sublicense (subject to the liens in favor of the Agents and the Note Purchasers) of Intellectual Property in the ordinary course of business and on ordinary business terms; (iv) sales, transfers or other dispositions of cash and Cash Equivalents or other property sold or disposed of in the ordinary course of business and on ordinary business terms, including sales of delinquent accounts receivables in connection with the compromise or collection thereof; (v) transfers resulting from or made directly in connection with any casualty or condemnation of property or assets; (vi) transfers in connection with any Investment permitted by Section 10.10; (vii) sales returns of Inventory in the ordinary course of its business and business, (ii) the granting of any option sale or other right to purchase, lease or otherwise acquire Inventory disposition of Equipment in the ordinary course event of business; a store closure, (viiiiii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of Borrower, (iv) the transfer of Excluded Assets, as defined in the Purchase Agreements) to Seller in accordance with the requirements of the Purchase Agreements, and (v) transfers of assets and liabilities between or among the entities comprising Borrower in a transaction authorized with a reasonable business purpose, or (c) form or acquire any subsidiaries, provided, however, that Borrower may form subsidiaries so long as (i) any such subsidiary provides to Lender an unlimited continuing guaranty in form and substance satisfactory to Lender, (ii) Lender obtains a first-priority perfected security interest in all assets of any such subsidiary which are of the type included within the definition of "Collateral" hereunder in order to secure subsidiary's obligations under such guaranty and (iii) the creation of any such subsidiary and the transfer by clause Borrower of any assets of Borrower to such subsidiary would not cause a material adverse change in the business, assets or prospects of Borrower; or (ad) wind up, liquidate or dissolve or (e) agree to do any of the foregoing or (f) following an Event of Default, return any Inventory to vendors. Any sale, assignment, transfer, abandonment or other disposition permitted by this Section 10.7; and 9.7 (ix) sales, other than transfers or other dispositions of assets among the Issuer Related Parties.entities

Sale of Assets, Consolidation, Merger, Dissolution, Etc. (a) No Issuer Related Party shall, nor Borrower shall it permit any of its Subsidiaries tonot, directly or indirectly, dissolve, liquidate or wind up its affairs or agree to do so at a future time, except (and, as applicable, upon such Issuer Related Party or such Subsidiary obtaining all requisite approvals from the Bankruptcy Courta) any Subsidiary of any Issuer Related Party may merge into or with or consolidate with such Issuer Related Party or any other Subsidiary Person or permit any other Person to merge into or with or consolidate with it (except that a subsidiary of such Issuer Related Party; provided, that in the case of any such merger Borrower may merge or consolidation, the Person formed by such merger or consolidation shall be an Issuer Related Party consolidate into Borrower or a wholly-wholly owned Subsidiary subsidiary of an Issuer Related Party; provided, further, that Borrower in the case of any such merger or consolidation to which a Guarantor is party, the Person formed by such merger or consolidation shall be a Guarantor; provided, further, that transaction in the case of any such merger or consolidation which the Issuer Borrower or such wholly owned subsidiary is a party, the surviving entity in such merger entity), or consolidation shall be the Issuer. (b) No Issuer Related Party shallsell, nor shall it permit any of its Subsidiaries toassign, directly or indirectly, selllease, transfer, lease abandon or otherwise dispose of any stock or indebtedness to any other Person or any of its property or assets or agree to do so at a future time, any other Person (except (and, as applicable, upon such Issuer Related Party or such Subsidiary obtaining all requisite approvals from the Bankruptcy Court): for (i) sales, transfers or other dispositions of obsolete assets; (ii) the lease or sublease of real property (other than any material part of any Casino Property) or equipment in the ordinary course of business; (iii) the license or sublicense (subject to the liens in favor of the Agents and the Note Purchasers) of Intellectual Property in the ordinary course of business and on ordinary business terms; (iv) sales, transfers or other dispositions of cash and Cash Equivalents or other property sold or disposed of in the ordinary course of business and on ordinary business terms, including sales of delinquent accounts receivables in connection with the compromise or collection thereof; (v) transfers resulting from or made directly in connection with any casualty or condemnation of property or assets; (vi) transfers in connection with any Investment permitted by Section 10.10; (vii) sales of Inventory in the ordinary course of its business, (ii) the disposition or abandonment of worn-out or obsolete Equipment or Equipment no longer used in the business of Borrower and (iii) the granting disposition of other Equipment so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Lender and (B) unless such Equipment is replaced within 30 days, such sales do not involve Equipment having an aggregate fair market value in excess of $250,000 for all such Equipment disposed of in any fiscal year of Borrower, (iv) sales, transfers, leases or other dispositions by any Borrower and any wholly owned subsidiary of any option Borrower of its assets to any Borrower or other right to purchaseanother wholly owned subsidiary that is an Obligor, lease or otherwise acquire Inventory (v) return of goods held on consignment pursuant to the terms of the applicable consignment agreements and return of inventory to suppliers pursuant to the terms of the applicable supply agreements and (vi) licenses of intellectual property granted in the ordinary course of business; ), or (viiic) acquire or form any subsidiary unless such acquired or formed subsidiary is a wholly owned subsidiary of Borrower and Lender shall have received such documentation as it may reasonably require in connection with such formation or acquisition including, without limitation, an Information Certificate for such subsidiary as well as an updated Information Certificate for its parent entity, guaranty agreements, security agreements, stock certificates and powers, financing statements and officers certificates, and, in the case of an acquisition, such acquisition is otherwise permitted pursuant to Section 9.10 or (d) wind up, liquidate or dissolve (except that upon reasonable prior notice to Lender, a transaction authorized by clause subsidiary may liquidate or dissolve if Borrower reasonably determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to Lender) or (ae) agree to do any of this Section 10.7; and (ix) sales, transfers or other dispositions of assets among the Issuer Related Partiesforegoing.