Sale of Capital Stock and Assets. Except as set forth herein, no Loan Party shall, or shall permit any of its Restricted Subsidiaries to, sell, transfer, convey, assign or otherwise Dispose of any of its properties or other assets, including the Capital Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise), other than:
Sale of Capital Stock and Assets. Neither the Borrower GP nor the Borrower shall sell, transfer, convey, assign, pledge, or otherwise dispose of, or assign any of its properties or other assets or any of its Capital Stock, or any right to receive income in respect of any of the foregoing (whether in a public or a private offering or otherwise), any Pool Receivable or Contract or any of its rights with respect to any of the Collection Account or the Interest Reserve Account except as permitted by this Agreement or any of the other Transaction Documents; provided that, for the avoidance of doubt, the Borrower GP and the Borrower may make distributions solely to the extent permitted by this Agreement, its Organizational Documents and applicable law.
Sale of Capital Stock and Assets. Except as set forth herein, no Loan Party shall, or shall permit any of its Restricted Subsidiaries to, sell, transfer, convey, assign or otherwise Dispose of any of its properties or other assets, including the Capital Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise), other than: (i) the Disposition (including the abandonment of any Copyright, Patent, Trademark or other intellectual property or surrender or transfer for no consideration) of obsolete, no longer used or useful, surplus, uneconomic, negligible or worn out property in the ordinary course of business or otherwise as may be required pursuant to the terms of any lease, sublease, license or sublicense; (ii) the sale of inventory or other assets in the ordinary course of business; (iii) Dispositions permitted by Sections 7.02(b), 7.02(g) and 7.02(h); (iv) (1) the sale or issuance of any Subsidiary’s Capital Stock to Parent Borrower or any Restricted Subsidiary and (2) the sale or issuance of Capital Stock of Parent Borrower to any employee (and, where required by law, to any officer or director) under any employment or compensation plans or to qualify such officers and directors; (v) the sale of assets that do not constitute Borrowing Base assets subsequent to the Restatement Date, so long as (1) no Default or Event of Default then exists or would result therefrom, (2) each such sale or other disposition is in an arm’s-length transaction and the respective Borrower or Subsidiary receives at least fair market value, and (3) the consideration received by such Borrower or such Subsidiary consists of at least 75% cash and is paid at the time of the closing of such sale; provided, however, that the following shall be deemed to be cash in respect of assets that are not ABL Priority Collateral: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of Parent Borrower or any of its Restricted Subsidiaries (other than Junior Indebtedness) and the valid release of Parent Borrower or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such Disposition, (B) Indebtedness (other than Junior Indebtedness) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that Parent Borrower and each other Restricted Subsidiary are released from any guarantee of payment of
Sale of Capital Stock and Assets. Subject to Section 2, at the Closing, as defined in Section 6, (a) Seaboard shall sell, convey, assign, transfer and deliver to ConAgra (or one or more subsidiaries or affiliates of ConAgra designated by ConAgra) all of the issued and outstanding shares of the capital stock of Seaboard Kentucky (the "Seaboard Kentucky Stock"), free and clear of all liens, claims and encumbrances, (b) Seaboard shall sell, convey, assign, transfer and deliver to ConAgra (or one or more subsidiaries or affiliates of ConAgra), free and clear of all liens, claims and encumbrances (other than "Permitted Liens", as defined in Section 8.8), all of the assets and rights described in Exhibit 1(a) hereto (all of such assets and rights being hereinafter collectively referred to as the "Seaboard Assets"), and (c) Seaboard shall cause the Seaboard Subsidiaries to sell, convey, assign, transfer and deliver, to ConAgra (or one or more subsidiaries or affiliates of ConAgra), free and clear of all liens, claims and encumbrances (other than Permitted Liens), all of the assets, properties and rights of the Seaboard Subsidiaries relating to the Business as conducted by the Seaboard Subsidiaries as of the Closing Date, as defined in Section 6, of every type and description, real, personal and mixed, tangible and intangible, known or unknown, fixed or unfixed, xxxxxx or inchoate, accrued, absolute, contingent or otherwise, wherever located and whether or not reflected on the books and records of the Seaboard Subsidiaries (all of such assets, properties and rights hereinafter collectively referred to as the "Subsidiaries Assets") (the Seaboard Assets and the Subsidiaries Assets being hereinafter collectively referred to as the "Assets"), including but not limited to all assets located at the Business Locations which are owned by the Seaboard Subsidiaries and including the following assets, to the extent owned by the Seaboard Subsidiaries or to the extent the Seaboard Subsidiaries otherwise have transferable rights with respect thereto (it being understood that if any asset is owned by a Seaboard subsidiary other than the Seaboard Subsidiaries, then Seaboard shall cause that Seaboard subsidiary to transfer and convey such Asset to ConAgra):
