Common use of Sale of Assets Clause in Contracts

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 12 contracts

Samples: Revolving Credit Agreement (Rollins Inc), Revolving Credit Agreement (JTH Holding, Inc.), Revolving Credit Agreement (Rollins Inc)

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Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or propertyproperty or, in the case of any Subsidiary (other than an Immaterial Subsidiary), any shares of such Subsidiary’s Capital Stock, in each case whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a any wholly owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 8 contracts

Samples: Credit Agreement (Pennant Group, Inc.), Credit Agreement (Pennant Group, Inc.), Credit Agreement (Ensign Group, Inc)

Sale of Assets. The Borrower will not, and will shall not nor shall it permit any Subsidiary of its Subsidiaries the Borrower to, sell, convey, selltransfer, lease, assign, transfer lease or otherwise dispose of, any of its their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person or permit or suffer any other Person to acquire any interest in any of their respective assets, business or property, whether now owned or hereafter acquired, or, in nor shall the case Borrower permit any of any Subsidiary, its Subsidiaries to issue or sell any shares of their Stock or any Stock Equivalents (any such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable lawdisposition being an “Asset Sale”), exceptexcept for the following:

Appears in 7 contracts

Samples: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 6 contracts

Samples: Pledge Agreement (Maximus Inc), Revolving Credit and Term Loan Agreement (JTH Holding, Inc.), Revolving Credit and Term Loan Agreement (Exactech Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a any wholly owned Subsidiary Loan Party (or to qualify directors if required by applicable law)of the Borrower, except:

Appears in 6 contracts

Samples: Term Loan Agreement (Sila Realty Trust, Inc.), Term Loan Agreement (Sila Realty Trust, Inc.), Revolving Credit Agreement (Sila Realty Trust, Inc.)

Sale of Assets. (a) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assetsproperty, business or propertyassets (including leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 6 contracts

Samples: Loan Agreement (Unisource Energy Corp), Credit Agreement (Tucson Electric Power Co), Letter of Credit and Reimbursement Agreement (Unisource Energy Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 5 contracts

Samples: Guaranty and Security Agreement (RadNet, Inc.), Guaranty and Security Agreement (RadNet, Inc.), Credit Agreement (BioScrip, Inc.)

Sale of Assets. (a) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, or enter into any Sale Leaseback with respect to, any of its assetsproperty, business or propertyassets (including leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 5 contracts

Samples: Credit Agreement (Tucson Electric Power Co), Credit Agreement (Tucson Electric Power Co), Credit Agreement (Tucson Electric Power Co)

Sale of Assets. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of the Borrower, issue or sell any shares of such Restricted Subsidiary’s common stock Equity Interests to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable lawApplicable Law), except:

Appears in 5 contracts

Samples: Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law) (each, a “Disposition”), except:

Appears in 5 contracts

Samples: Revolving Credit and Term Loan Agreement (Strategic Education, Inc.), Revolving Credit and Term Loan Agreement (Strayer Education Inc), Revolving Credit and Term Loan Agreement (Strayer Education Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or any wholly owned Subsidiary of the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 5 contracts

Samples: Revolving Credit Agreement (Ruby Tuesday Inc), Revolving Credit Agreement (Ruby Tuesday Inc), Revolving Credit Agreement (Ruby Tuesday Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiaryasset, issue or sell including any shares of such Subsidiary’s common stock to any Person Equity Interest owned by it, other than to the Borrower or a another Subsidiary Loan Party (or to qualify directors if required by applicable law)in compliance with Section 6.03, except:

Appears in 5 contracts

Samples: Credit Agreement (Kimball Electronics, Inc.), Credit Agreement (Kimball Electronics, Inc.), Assignment and Assumption (Kimball International Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, assets other than in the case ordinary course of any Subsidiary, issue business and except for sales or sell any shares of such Subsidiary’s common stock other transfers by a wholly-owned Subsidiary to any Person other than the Borrower or a another wholly-owned Subsidiary Loan Party (or to qualify directors if required by applicable law), except:of the Borrower.

Appears in 5 contracts

Samples: Credit Agreement (Interra Financial Inc), Credit Agreement (Dain Rauscher Corp), Credit Agreement (Dain Rauscher Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 4 contracts

Samples: Credit Agreement (Atlantic Alliance Partnership Corp.), Credit Agreement, Revolving Credit and Term Loan Agreement (Easylink Services International Corp)

Sale of Assets. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the any Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 4 contracts

Samples: Revolving Credit and Term Loan Agreement (Fox Factory Holding Corp), Credit and Term Loan Agreement (Fox Factory Holding Corp), Revolving Credit Agreement (Fox Factory Holding Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquiredacquired (each, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law“Disposition”), except:

Appears in 4 contracts

Samples: Revolving Credit and Term Loan Agreement (Strategic Education, Inc.), Revolving Credit and Term Loan Agreement (Strategic Education, Inc.), Revolving Credit and Term Loan Agreement (Strategic Education, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, conveyexcept as permitted under this Section 7.4, sell, assign, lease, assign, transfer or otherwise dispose of, of (whether in one transaction or in a series of transactions) all or any part of its assets, business or property, Property (whether now owned or hereafter acquired); provided, orhowever, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:that

Appears in 4 contracts

Samples: Credit Agreement (Southern Union Co), Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Southern Union Co)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 4 contracts

Samples: Revolving Credit Agreement (Stein Mart Inc), Revolving Credit Agreement (Harland John H Co), Revolving Credit Agreement (Priority Healthcare Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to to, any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 4 contracts

Samples: Credit Agreement (Patriot Transportation Holding, Inc.), Credit Agreement (FRP Holdings, Inc.), Credit Agreement (Patriot Transportation Holding, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, conveyexcept as permitted under this Section 7.4, sell, assign, lease, assign, transfer or otherwise dispose of, of (whether in one transaction or in a series of transactions) all or any part of its assets, business or property, Property (whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:; provided that

Appears in 4 contracts

Samples: Credit Agreement (Southern Union Co), Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Southern Union Co)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 4 contracts

Samples: Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or propertyproperty or, in the case of any Restricted Subsidiary, any shares of such Restricted Subsidiary’s Capital Stock (each a “Disposition”), in each case whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Restricted Subsidiary, except:

Appears in 3 contracts

Samples: Guaranty and Security Agreement, Guaranty and Security Agreement (Landmark Infrastructure Partners LP), Credit Agreement (Landmark Infrastructure Partners LP)

Sale of Assets. The Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 3 contracts

Samples: Term Loan Agreement (Root, Inc.), Term Loan Agreement (Root Stockholdings, Inc.), Term Loan Agreement (Root, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to to, any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 3 contracts

Samples: Credit Agreement (Patriot Transportation Holding Inc), Revolving Credit Agreement (Patriot Transportation Holding Inc), Revolving Credit Agreement (Patriot Transportation Holding Inc)

Sale of Assets. The Holdings and the Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 3 contracts

Samples: Revolving Credit Agreement (Swift Transportation Co Inc), Revolving Credit Agreement (Swift Transportation Co Inc), Revolving Credit Agreement (Swift Transportation Co Inc)

Sale of Assets. The Parent and the Borrower will not, and will not permit any of its their respective Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its their assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than Parent, the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 3 contracts

Samples: Credit Agreement (LendingTree, Inc.), Credit Agreement (LendingTree, Inc.), Credit Agreement (LendingTree, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s common stock Equity Interests to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 3 contracts

Samples: And Term Loan Agreement (E.W. SCRIPPS Co), And Term Loan Agreement (Scripps E W Co /De), Revolving Credit and Term Loan Agreement (Scripps E W Co /De)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), exceptassets except for:

Appears in 2 contracts

Samples: Credit Agreement (Norstan Inc), Credit Agreement (Norstan Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock 's Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Credit Agreement (Issuer Direct Corp), Revolving Credit Agreement (Hughes Supply Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Equity Interests, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Magnum Hunter Resources Corp), First Lien Credit Agreement (Magnum Hunter Resources Corp)

Sale of Assets. The Holdings and the Borrower will shall not, and will shall not permit any of its their respective Subsidiaries to, directly or indirectly, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case, whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Term Loan Agreement (Root, Inc.), Term Loan Agreement (Root, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquiredacquired or issue, or, in the case of any Subsidiary, issue sell or sell otherwise transfer any shares of such a Subsidiary’s common stock 's Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Credit and Term Loan Agreement (Fpic Insurance Group Inc), Revolving Credit Agreement (Sykes Enterprises Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries (other than Carrier Enterprise) to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any such Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Watsco Inc), Revolving Credit Agreement (Watsco Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Consolidated Subsidiary, issue or sell any shares of such Consolidated Subsidiary’s common stock to any Person other than the Borrower or a any Wholly-Owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Term Loan Agreement (Fidelity National Information Services, Inc.), Revolving Credit Agreement (Certegy Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock stock, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Party, except:

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Healthways, Inc), Revolving Credit and Term Loan Agreement (Healthways, Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or propertyProperty, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (International Speedway Corp), Revolving Credit Agreement (International Speedway Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a any other Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Landamerica Financial Group Inc), Revolving Credit Agreement (Landamerica Financial Group Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify qualified directors if required by applicable law), except:

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Healthstream Inc), Revolving Credit Agreement (Healthstream Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Party, except:

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Newmarket Corp), Revolving Credit Agreement (Newmarket Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Panera Bread Co), Revolving Credit Agreement (Haverty Furniture Companies Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose ofof to any Person other than Borrower or a Wholly Owned Subsidiary, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Wholly Owned Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Amsurg Corp), Revolving Credit Agreement (Amsurg Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), exceptexcept as permitted in Section 7.3 and except for the following:

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock 's Capital Stock, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Party, except:

Appears in 2 contracts

Samples: Credit and Term Loan Agreement (Tivity Health, Inc.), Credit and Term Loan Agreement (Healthways, Inc)

Sale of Assets. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower Borrowers or a any wholly-owned Subsidiary Loan Party of the Borrowers (or to qualify directors if required by applicable law) (each, a “Disposition”), except:

Appears in 2 contracts

Samples: Credit Agreement (Fortegra Financial Corp), Credit Agreement (Fortegra Financial Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Equity Interests to any Person other than the Borrower or a Subsidiary Loan Party Guarantor (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Catalyst Health Solutions, Inc.), Credit and Term Loan Agreement (Catalyst Health Solutions, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or any wholly-owned Subsidiary of the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Loan Agreement (Lone Star Steakhouse & Saloon Inc), Revolving Credit Loan Agreement (Lone Star Steakhouse & Saloon Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a any Subsidiary Loan Party (or to qualify directors if required by applicable law)of the Borrower, except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (American Healthways Inc), Revolving Credit Agreement (American Healthways Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, sell, convey, selltransfer, lease, assign, transfer lease or otherwise dispose of, any of its assets, business assets or property, whether now owned any interest therein (including the sale or hereafter acquired, or, in the case factoring at maturity or collection of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock accounts) to any Person, or permit or suffer any other Person other than the Borrower or a Subsidiary Loan Party to acquire any interest in any of its assets (or to qualify directors if required by applicable lawany such disposition being an "Asset Sale"), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Union Carbide Corp /New/), Revolving Credit Agreement (Union Carbide Corp /New/)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Term Loan and Security Agreement (Cascade Corp), Revolving Credit Agreement (Haverty Furniture Companies Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, sell, convey, selltransfer, lease, assign, transfer lease or otherwise dispose of, any of its assetsassets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person, business or property, whether now owned permit or hereafter acquired, suffer any other Person to acquire any interest in any of its assets or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to 's Stock or Stock Equivalent (any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable lawsuch disposition being an "Asset Sale"), exceptexcept for the following:

Appears in 2 contracts

Samples: Credit Agreement (Technical Olympic Usa Inc), Credit Agreement (Technical Olympic Usa Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, Dispose (including by way of division) of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Credit Agreement (Fox Factory Holding Corp), Credit Agreement (Fox Factory Holding Corp)

Sale of Assets. The Borrower Borrowers will not, and will not permit any of its their Restricted Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower Borrowers or a any wholly-owned Subsidiary Loan Party of the Borrowers (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Fortegra Financial Corp), Revolving Credit Agreement (Fortegra Financial Corp)

Sale of Assets. The Borrower will not, and nor will not permit any of its Subsidiaries Subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, assets except for sales and leases of inventory in the case ordinary course of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:business.

Appears in 1 contract

Samples: Credit Agreement (Grand Toys International LTD)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Loan Agreement (Central Freight Lines Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Domestic Subsidiary, except:

Appears in 1 contract

Samples: Revolving Credit Loan Agreement (American Healthways Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common capital stock (excluding the Spin-off) to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Scripps E W Co /De)

Sale of Assets. The Borrower Holdings and the Borrowers will not, and will not permit any of its their Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its their assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary any Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Dakota Plains Holdings, Inc.)

Sale of Assets. The Borrower Borrower, Holdings and International will not, and will not permit any of its their Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock 's Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Party, except:

Appears in 1 contract

Samples: Credit and Term Loan Agreement (FGX International Holdings LTD)

Sale of Assets. The Borrower will shall not, and will shall not permit allow any of its Restricted Subsidiaries to, convey, sell, sell lease, assign, transfer or otherwise dispose ofof (each of the foregoing, a “Disposition”), any of its assetsBorrowing Base Properties or Equity Interests in Restricted Subsidiaries owning Borrowing Base Properties and related assets constituting Oil and Gas Properties, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), exceptexcept that:

Appears in 1 contract

Samples: Credit Agreement (Kimbell Royalty Partners, LP)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Borrower, except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Nelson Thomas Inc)

Sale of Assets. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Company, issue or sell any shares of such Subsidiary’s common stock Equity Interests to any Person other than the Borrower Company or a any wholly-owned Subsidiary Loan Party of the Company (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Scripps E W Co /De)

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Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, assets except for sales and leases of inventory in the case ordinary course of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:business.

Appears in 1 contract

Samples: Loan Agreement (Applied Epi Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or any wholly owned Subsidiary of the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Ruby Tuesday Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its respective assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common 's capital stock to any Person other than the Borrower or a any Wholly-Owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law) (each of the foregoing, an "Asset Disposition"), except:

Appears in 1 contract

Samples: Canadian Revolving Credit Agreement (Ems Technologies Inc)

Sale of Assets. The Borrower will not, and will -------------- not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Consolidated Subsidiary, issue or sell any shares of such Consolidated Subsidiary’s 's common stock to any Person other than the Borrower or a any Wholly-Owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Credit Agreement (Certegy Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)of the Borrower, except:

Appears in 1 contract

Samples: Revolving Credit Loan Agreement (American Healthways Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, convey, sell, lease, assign, transfer or otherwise dispose of, any of all or a substantial part of its assets, business assets (whether in one transaction or property, whether now owned or hereafter acquired, or, in the case a series of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock transactions) to any other Person other than in the Borrower ordinary course of business (but not including the sale of SATC stock or a Subsidiary Loan Party (or to qualify directors if required by applicable lawassets), except:.

Appears in 1 contract

Samples: Term Credit Agreement (Sa Telecommunications Inc /De/)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose ofof to any Person other than to Borrower or a Wholly Owned Subsidiary, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Wholly Owned Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Amsurg Corp)

Sale of Assets. The Borrower will not, and will not -------------- permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Consolidated Subsidiary, issue or sell any shares of such Consolidated Subsidiary’s 's common stock to any Person other than the Borrower or a any Wholly-Owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Certegy Inc)

Sale of Assets. The Borrower will not, and will not --------------- permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquiredacquired (including, orwithout limitation, in the case of any Subsidiary, issue or sell any shares or other ownership interests in any direct or indirect Subsidiary of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), Borrower) except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Mapics Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assetsproperty, business or propertyassets (including leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Credit Agreement (Tucson Electric Power Co)

Sale of Assets. The Borrower will not, and will not permit any of its Consolidated Subsidiaries or any Loan Party to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Borrower, except:

Appears in 1 contract

Samples: Credit Agreement (United Surgical Partners International Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer transfer, or otherwise dispose of, or permit any Subsidiary to sell, lease, assign, transfer, or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquiredacquired assets (including, orwithout limitation, shares of stock and indebtedness of Subsidiaries, receivables, and leasehold interests), except inventory and obsolete equipment disposed of in the case ordinary course of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:business.

Appears in 1 contract

Samples: Loan Agreement (Tru Shrimp Companies, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose ofof to any Person other than to Borrower or a Wholly Owned Subsidiary, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a Wholly Owned Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Subsidiary Guarantee Agreement (Amsurg Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party (or to qualify directors if required by applicable law)of the Borrower, except:

Appears in 1 contract

Samples: Loan Agreement (Us Xpress Enterprises Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, assets except for sales in the case ordinary course of any Subsidiary, issue business and except for sales or sell any shares of such Subsidiary’s common stock other transfers by a Subsidiary to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:wholly-owned Subsidiary.

Appears in 1 contract

Samples: Loan Agreement (Piper Jaffray Companies Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, assets except for sales and leases of inventory in the case ordinary course of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than business and except the Borrower may sell up obsolete or a Subsidiary Loan Party (or unused Equipment in aggregate amount not to qualify directors if required by applicable law), except:exceed $50,000.

Appears in 1 contract

Samples: Credit Agreement (Industrial Rubber Products Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, (including by way of division) of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Credit Agreement (Fox Factory Holding Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a any wholly owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Ensign Group, Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock capital stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Term Loan Agreement (Community Bankers Trust Corp)

Sale of Assets. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock 's Capital Stock to any Person other than the a Borrower or any wholly-owned Subsidiary of a Subsidiary Loan Party Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Delek US Holdings, Inc.)

Sale of Assets. The Borrower will not, and will not permit any member of its Subsidiaries the Group to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock 's shares to any Person person other than the Borrower or a Precision US or any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Term Loan Agreement (Cascade Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Contribution Agreement (Dollar General Corp)

Sale of Assets. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, convey, sell, lease, assignsell, transfer or otherwise dispose of, of (or agree to do so at any future time) all or any part of its property or assets, business or property, whether now owned or hereafter acquired, or, except (i) sales of inventory in the case ordinary course of any Subsidiary, issue business and (ii)other sales of equipment or sell any shares assets so long as either the proceeds of such Subsidiary’s common stock sale are used to any Person other than the Borrower purchase replacement equipment as contemplated by Section 2.14(a) or a Subsidiary Loan Party (assets or are used to qualify directors if required prepay Loans as contemplated by applicable law), except:Section 2.13.

Appears in 1 contract

Samples: Credit Agreement (BMJ Medical Management Inc)

Sale of Assets. The Each Corporate Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, assets except for sales and leases of inventory in the case ordinary course of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:business.

Appears in 1 contract

Samples: Credit Agreement (WTC Industries Inc)

Sale of Assets. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, convey, sell, lease, assigntransfer, transfer assign or otherwise dispose ofof (including, for the avoidance of doubt, in connection with a sale leaseback transaction), any of its assetsassets (including, business or propertyfor the avoidance of doubt, whether now owned or hereafter acquiredthe capital stock of Subsidiaries, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:but excluding

Appears in 1 contract

Samples: Credit Agreement (Aar Corp)

Sale of Assets. The Borrower and the UK Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or to a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Credit Agreement (MPS Group Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries -------------- subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, assets except for sales and leases of inventory in the case ordinary course of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:business.

Appears in 1 contract

Samples: Ns8 Corp

Sale of Assets. The Borrower will not, and will not permit any of its Material Subsidiaries to, conveyengage in any Asset Sale, sell, lease, assign, transfer except (i) the sale of Accounts and certain related property pursuant to the Receivables Purchase Facility to the extent permitted under the Intercreditor Agreement or otherwise dispose of, (ii) any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:Asset Sale permitted under

Appears in 1 contract

Samples: Subordinated Credit Agreement (National Steel Corp)

Sale of Assets. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Credit Agreement (Perion Network Ltd.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of(collectively, a “Disposition”) of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than to the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Credit Agreement (Skyward Specialty Insurance Group, Inc.)

Sale of Assets. The Borrower will not, and will not permit any -------------- of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Loans And (Dollar General Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, Licenses, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Party, except:

Appears in 1 contract

Samples: Credit and Term Loan Agreement (First Acceptance Corp /De/)

Sale of Assets. The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Consolidated Subsidiary, issue or sell any shares of such Consolidated Subsidiary’s 's common stock to any Person other than the Borrower or a any Wholly-Owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Certegy Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify qualified directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Loan Agreement (CBRL Group Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, sell, convey, selltransfer, lease, assignsecuritize, transfer exchange or otherwise dispose of, any of its assets, business assets or property, whether now owned any interest therein (including the sale or hereafter acquired, or, in the case factoring at maturity or collection of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock accounts) to any Person, or permit or suffer any other Person other than the Borrower or a Subsidiary Loan Party to acquire any interest in any of its assets (or to qualify directors if required by applicable lawany such disposition being an "Asset Sale"), except:

Appears in 1 contract

Samples: Credit Agreement (Paxson Communications Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, sell, convey, selltransfer, lease, assignsecuritize, transfer exchange or otherwise dispose of, any of its assets, business assets or property, whether now owned any interest therein (including the sale or hereafter acquired, or, in the case factoring at maturity or collection of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock accounts) to any Person, or permit or suffer any other Person other than the Borrower or a Subsidiary Loan Party to acquire any interest in any of its assets (or to qualify directors if required by applicable lawany such disposition being an "ASSET SALE"), except:

Appears in 1 contract

Samples: Credit Agreement (Paxson Communications Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower Equity Interests, in each case whether now owned or a Subsidiary Loan Party (or to qualify directors if required by applicable law)hereafter acquired, except:

Appears in 1 contract

Samples: Credit Agreement (Patriot National, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or propertyproperty or, in the case of any Subsidiary (other than an Immaterial Subsidiary), any shares of such Subsidiary’s Capital Stock, in each case whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Person, except:

Appears in 1 contract

Samples: Credit Agreement (Pennant Group, Inc.)

Sale of Assets. The Borrower and the Parent will not, and will not permit any of its Subsidiaries Subsidiary to, convey, sell, lease, assign, pledge, transfer or otherwise dispose of, of any of its assetstheir assets (including, business or propertywithout limitation, accounts receivable and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than except that the Borrower or a Subsidiary Loan Party may sell tangible assets if the total amount of the sale would be less than five (or to qualify directors if required by applicable law), except:5%) of the Borrower's tangible assets in any one year and such sale would not impair the going concern value of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Holmes Protection Group Inc)

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