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

Sale of Assets, Dissolution, Etc. Sell, assign, lease or otherwise dispose of all or substantially all of its properties or assets (other than inventory), or any of its notes, accounts or contract rights, or any assets or properties necessary or desirable for the proper conduct of its business, or wind up, liquidate or dissolve, or agree to any of the foregoing, or permit any Restricted Subsidiary to do so, except, as to any such transaction, to the extent the total assets involved do not exceed, together with any other assets involved in such transactions during the same Fiscal Year, 10% of Consolidated Total Assets determined as of the end of the last fiscal quarter prior to such transaction. Notwithstanding the foregoing, (x) any Restricted Subsidiary may sell, lease, transfer, or otherwise dispose of its assets to the Borrower or any other Restricted Subsidiary and such assets shall not be included in the foregoing calculations, (y) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any investment that is not a Subsidiary and such investment shall not be included in the foregoing calculations, and (z) upon the Borrower’s giving notice to the Lenders of the intention of the Borrower or any Restricted Subsidiary to sell, lease, transfer or otherwise dispose of assets, for value, in an amount up to 25% of Consolidated Total Assets as of the last fiscal quarter end prior to such notice, and to reinvest the proceeds within one year following such transaction, the Borrower or any Restricted Subsidiary may effect such transactions and the assets involved shall not be included in any calculation set forth in the first paragraph of this Section 6.1(e), unless (A) the Required Lenders fail to consent to the proposed transactions within 10 days following the giving of said notice, provided that such consent may not be unreasonably withheld, or (B) proceeds are not reinvested within the one year period, in which case the assets involved in the transaction shall be deemed transferred as of the expiration of such one year period and included in the calculation set forth in the first paragraph of this Section 6.1(e). Any breach of the covenant expressed in this Section 6.1(e) may be cured by the prepayment, without penalty, of an amount of the outstanding amount of the Notes as bears the same proportion to the total outstanding amount of such Note as the net book value of the assets conveyed in violation of this section shall be to the Consolidated Total Assets of the Borrower as of the last fiscal quarter end prior to such transaction.

Sale of Assets, Dissolution, Etc. Sell, assign, lease or otherwise dispose of all or substantially all of its properties or assets (other than inventory), or any of its notes, accounts or contract rights, or any assets or properties necessary or desirable for the proper conduct of its business, or wind up, liquidate or dissolve, or agree to any of the foregoing, or permit any Restricted Subsidiary to do so, except, as to any such transaction, to the extent the total assets involved do not exceed, together with any other assets involved in such transactions during the same Fiscal Year, 10% of Consolidated Total Assets determined as of the end of the last fiscal quarter prior to such transaction. Notwithstanding the foregoing, (x) any Restricted Subsidiary may sell, lease, transfer, or otherwise dispose of its assets to the Borrower or any other Restricted Subsidiary and such assets shall not be included in the foregoing calculations, (y) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any investment that is not a Subsidiary and such investment shall not be included in the foregoing calculations, and (z) upon the Borrower’s giving notice to the Lenders of the intention of the Borrower or any Restricted Subsidiary to sell, lease, transfer or otherwise dispose of assets, for value, in an amount up to 25% of Consolidated Total Assets as of the last fiscal quarter end prior to such notice, and to reinvest the proceeds within one year following such transaction, the Borrower or any Restricted Subsidiary may effect such transactions and the assets involved shall not be included in any calculation set forth in the first paragraph of this Section 6.1(e)under (i) or (ii) above, unless (A) the Required Lenders fail to consent to the proposed transactions within 10 days following the giving of said notice, provided that such consent may not be unreasonably withheld, or (B) proceeds are not reinvested within the one year period, in which case the assets involved in the transaction shall be deemed transferred as of the expiration of such one year period and included in the calculation calculations set forth in the first paragraph of this Section 6.1(e)(i) and (ii) above. Any breach of the covenant expressed in this Section 6.1(e) may be cured by the prepayment, without penalty, of an amount of the outstanding amount of the Revolving Notes as bears the same proportion to the total outstanding amount of such Revolving Note as the net book value of the assets conveyed in violation of this section shall be to the Consolidated Total Assets of the Borrower as of the last fiscal quarter end prior to such transaction.

Sale of Assets, Dissolution, Etc. Sell, assign, lease or otherwise dispose of all or substantially all of its properties or assets (other than inventory), or any of its notes, accounts or contract rights, or any assets or properties necessary or desirable for the proper conduct of its business, or wind up, liquidate or dissolve, or agree to any of the foregoing, or permit any Restricted Subsidiary to do so, except, as to any such transaction, to the extent the total assets involved do not exceed, together with any other assets involved in such transactions during the same Fiscal Year, 10% of Consolidated Total Assets determined as of the end of the last fiscal quarter prior to such transaction. Notwithstanding the foregoing, (x) any Restricted Subsidiary may sell, lease, transfer, or otherwise dispose of its assets to the Borrower or any other Restricted Subsidiary and such assets shall not be included in the foregoing calculations, (y) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any investment that is not a Subsidiary and such investment shall not be included in the foregoing calculations, and (z) upon the Borrower’s giving notice to the Lenders of the intention of the Borrower or any Restricted Subsidiary to sell, lease, transfer or otherwise dispose of assets, for value, in an amount up to 25% of Consolidated Total Assets as of the last fiscal quarter end prior to such notice, and to reinvest the proceeds within one year following such transaction, the Borrower or any Restricted Subsidiary may effect such transactions and the assets involved shall not be included in any calculation set forth in the first paragraph of this Section 6.1(e), unless (A) the Required Lenders fail to consent to the proposed transactions within 10 days following the giving of said notice, provided that such consent may not be unreasonably withheld, or (B) proceeds are not reinvested within the one year period, in which case the assets involved in the transaction shall be deemed transferred as of the expiration of such one year period and included in the calculation set forth in the first paragraph of this Section 6.1(e). Any breach of the covenant expressed in this Section 6.1(e) may be cured by the prepayment, without penalty, of an amount of the outstanding amount of the Revolving Notes as bears the same proportion to the total outstanding amount of such Revolving Note as the net book value of the assets conveyed in violation of this section shall be to the Consolidated Total Assets of the Borrower as of the last fiscal quarter end prior to such transaction.

Sale of Assets, Dissolution, Etc. Sell, assign, lease or otherwise dispose of all or substantially all of its properties or assets (other than inventory), or any of its notes, accounts or contract rights, or any assets or properties necessary or desirable for the proper conduct of its business, or wind up, liquidate or dissolve, or agree to any of the foregoing, or permit any Restricted Subsidiary to do so, except, as to any such transaction, to the extent the total assets involved do not exceed, exceed either <Page> 44 (i) together with any other assets involved in such transactions during the same Fiscal Year, 10% of Consolidated Total Assets determined as of the end of the last fiscal quarter prior to such transaction, or, (ii) together with any other assets involved in such transactions since the date of this Agreement on a cumulative basis, 25% of Consolidated Total Assets determined as of the end of the last fiscal quarter prior to such transaction. Notwithstanding the foregoing, (x) any Restricted Subsidiary may sell, lease, transfer, or otherwise dispose of its assets to the Borrower or any other Restricted Subsidiary and such assets shall not be included in the foregoing calculations, and (y) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any investment that is not a Subsidiary and such investment shall not be included in the foregoing calculations, and (z) upon the Borrower’s 's giving notice to the Lenders of the intention of the Borrower or any Restricted Subsidiary to sell, lease, transfer or otherwise dispose of assets, for value, in an amount up to 25% of Consolidated Total Assets as of the last fiscal quarter end prior to such notice, and to reinvest the proceeds within one year following such transaction, the Borrower or any Restricted Subsidiary may effect such transactions and the assets involved shall not be included in any calculation set forth in the first paragraph of this Section 6.1(e)under (i) or (ii) above, unless (A) the Required Lenders fail to consent to the proposed transactions within 10 days following the giving of said notice, provided that such consent may not be unreasonably withheld, or (B) proceeds are not reinvested within the one year period, in which case the assets involved in the transaction shall be deemed transferred as of the expiration of such one year period and included in the calculation calculations set forth in the first paragraph of this Section 6.1(e)(i) and (ii) above. Any breach of the covenant expressed in this Section 6.1(e) may be cured by the prepayment, without penalty, of an amount of the outstanding amount of the Revolving Notes as bears the same proportion to the total outstanding amount of such Revolving Note as the net book value of the assets conveyed in violation of this section shall be to the Consolidated Total Assets of the Borrower as of the last fiscal quarter end prior to such transaction.