Common use of Sale of Stock and Assets Clause in Contracts

Sale of Stock and Assets. No Credit Party shall sell, transfer, ------------------------ convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, (b) the sale, transfer, conveyance or other disposition for cash by a Credit Party of (i) Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $500,000 in the aggregate in any Fiscal Year and (ii) other Equipment and Fixtures having a value not exceeding $1,000,000 in the aggregate in any Fiscal Year, (c) non-recourse sales of consumer Accounts on terms approved in advance in writing by Agent , (d) non-recourse sales (or limited recourse sales on terms satisfactory to Agent) not to exceed $10,000,000 in any 12-month period of Accounts owing by Account Debtors that are in bankruptcy, or whose Accounts are excluded from Eligible Accounts for reasons related to the Account Debtor's creditworthiness, on terms approved in advance in writing by Agent and (e) sale-leasebacks permitted under Section 6.12. ------------ Without limiting the generality of the foregoing, no Credit Party will sell any of its Patents or Trademarks or license any of its Patents or Trademarks to third parties under licenses that (i) restrict the ability of the Credit Party (or Agent) to sell the subject Patent or Trademark or (ii) diminish or impair the value of the subject Patent or Trademark as a salable asset of the applicable Credit Party. With respect to any disposition of assets or other properties permitted pursuant to clause (b) above, Agent agrees on reasonable ---------- prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower, at Borrower's expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrower.

Sale of Stock and Assets. No Except as permitted under Section 6.2, no Credit Party shall sell, transfer, ------------------------ convey, assign or otherwise dispose of any of its properties or other assets, including (other than as to Parent) its capital Stock or the capital Stock of any of its (including as to Parent) Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, (b) the sale, transfer, conveyance or other disposition for cash by a Credit Party in the ordinary course of (i) Equipment such Credit Party's business of Equipment, Fixtures or Fixtures Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $500,000 in the aggregate in any Fiscal Year and (iic) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year, (c) non-recourse sales of consumer Accounts on terms approved in advance in writing by Agent , (d) non-recourse sales the sale, transfer or other conveyance of any asset by a Credit Party (or limited recourse sales on terms satisfactory other than Holdings and Parent) to Agent) not to exceed $10,000,000 in any 12-month period of Accounts owing by Account Debtors that are in bankruptcyanother Credit Party (other than Holdings and Parent), or whose Accounts are excluded from Eligible Accounts for reasons related to the Account Debtor's creditworthiness, on terms approved in advance in writing by Agent and (e) salethe sale of any asset by a Credit Party if the proceeds from such sale are used to purchase a "like-leasebacks kind" replacement asset within ninety (90) days of the sale of the original asset, (f) sales of Borrowers' private-label credit card receivables pursuant to the Transfer Agreement, (g) sales of Designated Properties or any property listed on Disclosure Schedule (6.8), or any sales permitted under Section 6.12. ------------ Without limiting 6.12 and (h) the generality sale, transfer, conveyance or other disposition of Equipment, Fixtures or Real Estate by Borrowers in connection with the foregoing, no Credit Party will sell any sale of its Patents or Trademarks or license any of its Patents or Trademarks a store location up to third parties under licenses that (i) restrict the ability of the Credit Party (or Agent) an aggregate amount equal to sell the subject Patent or Trademark or (ii) diminish or impair the value of the subject Patent or Trademark as a salable asset of the applicable Credit Party$30,000,000. With respect to any disposition of assets or other properties permitted pursuant to clause (b), clause (c), clause (f), clause (g) and clause (h) above, Administrative Agent agrees on reasonable ---------- prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to BorrowerBorrowers, at Borrower's Borrowers' expense, appropriate UCC-3 termination statements and other releases as reasonably requested by BorrowerBorrowers.

Sale of Stock and Assets. No Credit Party shall sell, transfer, ------------------------ convey, assign or otherwise dispose of any of its properties or other assets, except as permitted under SECTION 6.5, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, (b) the sale, transfer, conveyance or other disposition for cash by a Credit Party of (i) Equipment Equipment, Fixtures or Fixtures Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having a net book value not exceeding $500,000 1,000,000 (or the Equivalent Amount thereof) in the aggregate in any Fiscal Year and Year; (iic) other Equipment and Fixtures having a value not exceeding $1,000,000 200,000 (or the Equivalent Amount thereof) in any single transaction or $400,000 (or the Equivalent Amount thereof) in the aggregate in any Fiscal Year, (c) non-recourse sales of consumer Accounts on terms approved in advance in writing by Agent , ; (d) non-recourse sales (the transfer by a US Credit Party of Stock or limited recourse sales on terms satisfactory assets of a Subsidiary of such US Credit Party to Agent) not to exceed $10,000,000 in any 12-month period of Accounts owing by Account Debtors that are in bankruptcy, or whose Accounts are excluded from Eligible Accounts for reasons related to the Account Debtor's creditworthiness, on terms approved in advance in writing by Agent another US Credit Party; and (e) sale-leasebacks permitted under Section 6.12. ------------ Without limiting the generality of the foregoing, no transfer by a European Credit Party will sell any of its Patents Stock or Trademarks or license any assets of its Patents or Trademarks a Subsidiary of such European Credit Party to third parties under licenses another European Credit Party, PROVIDED that Borrower Representative shall have provided Agent prior written notice of such transfer and, upon Agent's request, the Borrowers shall have delivered to Agent an opinion of counsel acceptable to Agent which shall provide (i) restrict that Agent's Lien on the ability of Stock or assets so transferred shall, after giving effect to such transfer, continue in full force and effect and shall continue to have the priority contemplated by this Credit Party (or Agent) to sell Agreement and the subject Patent or Trademark or other Loan Documents, (ii) diminish or impair the value of the subject Patent or Trademark that such transfer does not violate applicable law and (iii) such other opinions as a salable asset of the applicable Credit PartyAgent may reasonably request, all in form and substance satisfactory to Agent. With respect to any disposition of assets or other properties permitted pursuant to clause CLAUSES (b) and (c) above, subject to SECTION 1.3(b), Agent agrees on reasonable ---------- prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to BorrowerBorrowers, at Borrower's Borrowers' expense, appropriate UCC-3 termination statements and other releases as reasonably requested by BorrowerBorrowers.

Sale of Stock and Assets. No Credit Party shall sell, transfer, ------------------------ convey, assign or otherwise dispose of any of its properties or other assets, except as permitted under Section 6.3 or 6.5, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, (b) the sale, transfer, conveyance or other disposition for cash by a Credit Party of (i) Equipment Equipment, Fixtures or Fixtures Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having a net book value not exceeding $500,000 1,000,000 (or the Equivalent Amount thereof) in the aggregate in any Fiscal Year and Year; (iic) other Equipment and Fixtures having a value not exceeding $1,000,000 200,000 (or the Equivalent Amount thereof) in any single transaction or $400,000 (or the Equivalent Amount thereof) in the aggregate in any Fiscal Year, (c) non-recourse sales of consumer Accounts on terms approved in advance in writing by Agent , ; (d) non-recourse sales the transfer by a US Credit Party of assets or the Stock of a Subsidiary of such US Credit Party to another US Credit Party; provided that Innovations shall not transfer the Stock of US Borrower to another US Credit Party; (e) the transfer by a European Credit Party of assets or limited recourse sales the Stock of a Subsidiary of such European Credit Party to another European Credit Party, provided that Borrower Representative shall have provided Agent prior written notice of such transfer and, upon Agent's request, the Borrowers shall have delivered to Agent an opinion of counsel acceptable to Agent which shall provide (i) that Agent's Lien on terms the Stock or assets so transferred shall, after giving effect to such transfer, continue in full force and effect and shall continue to have the priority contemplated by this Credit Agreement and the other Loan Documents, (ii) that such transfer does not violate applicable law and (iii) such other opinions as Agent may reasonably request, all in form and substance satisfactory to Agent) not to exceed $10,000,000 in any 12-month period of Accounts owing by Account Debtors that are in bankruptcy, or whose Accounts are excluded from Eligible Accounts for reasons related to the Account Debtor's creditworthiness, on terms approved in advance in writing by Agent ; and (ef) sale-leasebacks permitted under Section 6.12. ------------ Without limiting the generality transfer of any assets of the foregoing, no Xxxxxx Rapid Test Group to one or more Credit Party will sell any of its Patents or Trademarks or license any of its Patents or Trademarks to third parties under licenses that (i) restrict the ability of the Credit Party (or Agent) to sell the subject Patent or Trademark or (ii) diminish or impair the value of the subject Patent or Trademark as a salable asset of the applicable Credit PartyParties. With respect to any disposition of assets or other properties permitted pursuant to clause clauses (b) and (c) above, subject to Section 1.3(b), Agent agrees on reasonable ---------- prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to BorrowerBorrowers, at Borrower's Borrowers' expense, appropriate UCC-3 termination statements and other releases as reasonably requested by BorrowerBorrowers.