Sale of Equity Interests 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 Equity Interests of any of its Subsidiaries (whether in a public or a private offering or otherwise), other than:
(a) (x) the Disposition of obsolete, no longer used or useful, surplus, uneconomic, negligible or worn out machinery, equipment or other fixed assets; and (y) the Disposition of Intellectual Property (including the abandonment thereof or surrender or transfer for no consideration), in each case under this clause (y): (i) in the ordinary course of business, including pursuant to non-exclusive licenses of Intellectual Property or otherwise as may be required pursuant to the terms of any lease, sublease, license or sublicense, or (ii) which, in the reasonable judgment of the Company or any Subsidiary, are determined to be no longer used or useful, surplus, uneconomical, negligible or obsolete in the conduct of business;
Sale of Equity Interests 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 Equity Interests of any of its Subsidiaries (whether in a public or a private offering or otherwise), other than:
(a) (x) the Disposition of obsolete, no longer used or useful, surplus, uneconomic, negligible or worn out machinery, equipment or other fixed assets; and (y) the Disposition of Intellectual Property other than Material Intellectual Property (including the abandonment thereof or surrender or transfer for no consideration), in each case under this clause (y): (i) in the ordinary course of business, including 7860103.21 pursuant to non-exclusive licenses of Intellectual Property or otherwise as may be required pursuant to the terms of any lease, sublease, license or sublicense, or (ii) which, in the reasonable judgment of the Company or any Subsidiary, are determined to be no longer used or useful, surplus, uneconomical, negligible or obsolete in the conduct of business, provided, that a Loan Party may enter into a non-exclusive license of Material Intellectual Property with the consent of the Administrative Agent;
Sale of Equity Interests and Assets. BLI shall not, nor shall it permit any of its Restricted Subsidiaries to, sell, transfer, convey, assign or otherwise Dispose of any of its properties or other assets, including the Equity Interests of any of its Subsidiaries (whether in a public or a private offering or otherwise), other than as permitted pursuant to the Credit Agreement. Except as other permitted by this Agreement or any other Operative Document, the Lessee shall not sell, transfer, xxxxx, assign of otherwise Dispose of any of the Lessee Collateral or its right, title and interest in the Leased Property or the Operative Documents.
Sale of Equity Interests and Assets. No Credit Party shall, nor shall such Credit Party permit any of its Subsidiaries to Dispose of any of its Property, other than:
(a) the sale of Inventory in the ordinary course of business;
(b) the sale or other disposition by a Credit Party of Property that is obsolete, no longer used or useful, damaged, worn out or surplus property Disposed of in the ordinary course of its business (including, the abandonment of intellectual property which is obsolete, and no longer used or useful or that in the U.S. Borrower’s good faith judgment is no longer material in the conduct of Holdings and its Subsidiaries’ business taken as a whole);
(c) transfers resulting from any casualty or condemnation of Property (so long as the proceeds are applied in accordance with Section 1.3(b));
(d) transfers among Credit Parties, and other transfers permitted in Section 6.1;
(e) Dispositions consisting of:
(i) transfers by any Credit Party to any other Credit Party and any Credit Party to any Foreign Subsidiary that is not a Guarantor, so long as the aggregate fair market value of the Property so transferred to Foreign Subsidiaries that are not Guarantors (less the fair market value of the Property transferred from Foreign Subsidiaries that are not Guarantors to the Credit Parties), and the aggregate amount of all outstanding Investments made pursuant to Section 6.2(g), shall not exceed the amount set forth in Section 6.2(g);
(ii) transfers by an Immaterial Subsidiary to another Subsidiary or transfers by any Group Member to a Domestic Subsidiary that is an Immaterial Subsidiary;
(iii) transfers by any non-Credit Party to any Credit Party;
(iv) licenses or sublicenses of Intellectual Property and General Intangibles and licenses, and leases or subleases of other Property in the ordinary course of business, to the extent such license, sublicense, lease or sublease does not materially and adversely affect the business of Holdings and its Subsidiaries (taken as a whole);
(v) any consignment arrangement or similar arrangement for the sale of Property in the ordinary course of business;
(vi) the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise, write-down or collection thereof;
(vii) any other Property (in each case, for a consideration of which at least 75% thereof consists of cash) to the extent that:
(A) the net book value of the Property disposed of in any such disposition made in any Fiscal Year...
Sale of Equity Interests and Assets. The Borrower shall not sell, transfer, convey, assign or otherwise dispose of, or assign any right to receive income in respect of, any of its properties or other assets or any of its Equity Interests (whether in a public or a private offering or otherwise), any Transferred Receivable or Contract therefor or any of its rights with respect to any Lockbox or any Account except as otherwise expressly permitted by this Agreement or any of the other Related Documents.
Sale of Equity Interests 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 Equity Interests of any of its Subsidiaries (whether in a public or a private offering or otherwise), other than: (a) (x) the Disposition of obsolete, no longer used or useful, surplus, uneconomic, negligible or worn out machinery, equipment or other fixed assets; and (y) the Disposition of Intellectual Property (including the abandonment thereof or surrender or transfer for no consideration), in each case under this
Sale of Equity Interests and Assets. Such Originator shall not, nor shall it permit any of its Subsidiaries to, sell, transfer, convey, assign (by operation of law or otherwise) or otherwise dispose of, or assign any right to receive income in respect of any Transferred Receivable originated by it or the Related Security therefor, or any of its rights with respect to any Lockbox or Lockbox Account, other than to the Buyer.
Sale of Equity Interests and Assets. The Seller shall not sell, transfer, convey, assign or otherwise dispose of, or assign any right to receive income in respect of, any of its properties or other assets, including its Equity Interests (whether in a public or a private offering or otherwise), any Transferred Receivable or Contract therefor or any of its rights with respect to any Lockbox or any Lockbox Account, the Collection Account or any other deposit account in which any Collections of any Transferred Receivable are deposited except as otherwise expressly permitted by this Agreement or any of the other Related Documents. Notwithstanding the foregoing, each Originator and the Independent Member can pledge its Equity Interests of Seller (including, without limitation, any income or distributions therefrom) as required by the Credit Agreement.
Sale of Equity Interests and Assets. The Seller shall not sell, transfer, convey, assign or otherwise dispose of, or assign any right to receive income in respect of, any of its properties or other assets, including its Equity Interests (whether in a public or a private offering or otherwise), any Transferred Receivable or Related Security or any of its rights with respect to any Lockbox or any Lockbox Account, the Collection Account or any other deposit account in which any Collections of any Transferred Receivable are deposited except as otherwise expressly permitted by this Agreement or any of the other Related Documents or, in the case of a pledge to the Permitted Outstanding Debt holders of the Equity Interest of the Seller held by the Originators, on terms and conditions which are satisfactory to the Administrative Agent in all respects and in its sole discretion and only as long as such terms and conditions are set forth in an intercreditor agreement with such Permitted Outstanding Debt holders that is in form and substance satisfactory to the Administrative Agent.
