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 capital 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 or pursuant to the transactions specifically permitted under Section 6.17; (b) the sale, transfer, conveyance or ------------ other disposition by a Credit Party of Equipment, Fixtures or Real Estate that is obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $250,000 in any single transaction or $500,000 in the aggregate in any Fiscal Year; and (c) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $500,000 in the aggregate in any Fiscal Year. With respect to any disposition of assets or other properties permitted pursuant to clauses (b) and (c) above, Lender 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 termination statements under the Code and other releases as reasonably requested by Borrower.

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 its capital Stock or the capital Stock of any of its Subsidiaries (whether in a public or a private offering or otherwiseotherwise but subject, in the case of Holdings, to the provisions of SECTION 6.5(b)) or any of its Accounts, other than: (a) the sale of Inventory in the ordinary course of business or pursuant to the transactions specifically permitted under Section 6.17business; (b) the sale, transfer, conveyance or ------------ other disposition by a Credit Party of Equipment, Fixtures or Real Estate that is obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $250,000 100,000 in any single transaction or $500,000 250,000 in the aggregate in any Fiscal Year; and (c) other Equipment and Fixtures having a value not exceeding $250,000 100,000 in any single transaction or $500,000 250,000 in the aggregate in any Fiscal Year. With respect to any disposition of assets or other properties permitted pursuant to clauses CLAUSES (b) and (c) above, Lender 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 termination statements under the Code and other releases as reasonably requested by BorrowerBorrowers in connection therewith.

Sale of Stock and Assets. No Credit Party (i) (other than Holdings) shall sell, transfer, ------------------------ convey, assign or otherwise dispose of any of its properties or other assets, including the capital Stock of any of its Subsidiaries assets (whether in a public or a private offering or otherwise) or any of its their Accounts, other than: than (a) the sale of Inventory in the ordinary course of business or pursuant to the transactions specifically permitted under Section 6.17; business, and (b) the sale, transfer, conveyance or ------------ other disposition by a Credit Party of Equipment, Fixtures or Real Estate that is are obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $250,000 100,000 in any single transaction or $500,000 250,000 in the aggregate in any Fiscal Year; Year and (c) other Equipment and Fixtures having a value not exceeding $250,000 100,000 in any single transaction or $500,000 250,000 in the aggregate in any Fiscal Year, and (ii) shall sell, transfer, convey or otherwise dispose of the capital stock of any of its Subsidiaries. With respect to any disposition of assets or other properties permitted pursuant to clauses clause (b) and clause (c) above, Lender 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 under the Code and other releases as reasonably requested by Borrower.

Sale of Stock and Assets. No Except as set forth in Disclosure Schedule (6.8), other than the Allowed Sale, no Credit Party shall 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) or any of its their Accounts, other than: than (a) the sale or lease of Inventory in the ordinary course of business or pursuant to the transactions specifically permitted under Section 6.17; business, and (b) the sale, transfer, conveyance or ------------ other disposition by a Credit Party of Equipment, Fixtures or Real Estate that is are obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $250,000 500,000 in any single transaction or $500,000 1,000,000 in the aggregate in any Fiscal Year; Year and (c) other Equipment and Fixtures having a value not exceeding $250,000 200,000 in any single transaction or $500,000 in the aggregate in any Fiscal Year. With respect to any disposition of assets or other properties permitted pursuant to clauses clause (b) and clause (c) above, Lender Term Agent agrees ----------- --- on reasonable prior written notice to release its Lien Liens for the benefit of Lender Group on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to BorrowerBorrower Representative, at Borrower's Borrowers' expense, appropriate UCC-3 termination statements under the Code and other releases as reasonably requested by BorrowerBorrower Representative.

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 its capital Stock or the capital Stock of any of its Subsidiaries (whether in a public or a private offering or otherwiseotherwise but subject, in the case of Parent, to the provisions of Section 6.5(b)) or any of its their Accounts, other than: than (a) the sale of Inventory in the ordinary course of business or pursuant to the transactions specifically permitted under Section 6.17; business, and (b) the sale, transfer, conveyance or ------------ other disposition by a Credit Party of Equipment, Fixtures or Real Estate that is are obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $250,000 in any single transaction or series of related transactions or $500,000 in the aggregate in any Fiscal Year; and , (c) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction series of related transactions or $500,000 1,000,000 in the aggregate in any Fiscal Year, (d) the sale of the assets described on Disclosure Schedule (6.8), and (e) the sale of the Northvale Properties and the Boucherville Property on or before the first anniversary of the date hereof in accordance with the provisions of Sections 5.9(b) and 5.9(c), respectively. With respect to any disposition of assets or other properties permitted pursuant to clauses clause (b) and clause (c) above, Lender 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 under the Code and other releases as reasonably requested by Borrower.

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 its capital Stock or the capital Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its their Accounts, other than: than (a) sales of Stock expressly permitted under Section 6.5(c), (b) the sale or leases of the CWA Facility pursuant to Section 1.3(e), (c) the sale of Inventory in the ordinary course of business or pursuant to the transactions specifically permitted under Section 6.17; business, and (bd) the sale, transfer, conveyance or ------------ other disposition by a Credit Party of Equipment, Fixtures or Real Estate that is are obsolete or no longer used or useful in such Credit Party's business and having a gross value not exceeding $250,000 100,000 in any single transaction or $500,000 in the aggregate in any Fiscal Year; Year and (ce) other Equipment and Fixtures having a value not exceeding $250,000 100,000 in any single transaction or $500,000 in the aggregate in any Fiscal Year. With respect to any disposition of assets or other properties permitted pursuant to clauses clause (bd) and clause (ce) above, Lender 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 under the Code and other releases as reasonably requested by Borrower.

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 its capital Stock or the capital Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) otherwise or any of its their Accounts, other than: : (a) the sale of Inventory in the ordinary course of business or pursuant to the transactions specifically permitted under Section 6.17; business, and (b) the sale, transfer, conveyance or ------------ other disposition by a Credit Party of Equipment, Fixtures or Fixtures, Real Estate or Inventory that is are obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $250,000 in any single transaction or $500,000 450,000 in the aggregate in any Fiscal Year; and ; (c) other Equipment and Fixtures having a value not exceeding $250,000 100,000 in any single transaction or $500,000 250,000 in the aggregate in any Fiscal Year; and (d) transfers or assignments of properties and assets of Ringer to a Subsidiary in connection with a Permitted Acquisition subject to the satisfaction of the conditions set forth in Section 6.1. With respect to any disposition of assets or other properties permitted pursuant to clauses clause (b) and clause (c) above, Lender 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 under the Code and other releases as reasonably requested by BorrowerBorrowers.