Common use of Sale of Stock and Assets Clause in Contracts

Sale of Stock and Assets. Except as permitted by Section 6.13, 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 or other disposition by the Credit Parties of Equipment or Fixtures that are obsolete or no longer used or useful in the Business and having a book value not exceeding US$250,000 in the aggregate in any Fiscal Year, (c) the sale or other disposition of other assets having a book value not exceeding US$50,000 in the aggregate in any Fiscal Year, (d) the sale or other disposition of a Vessel; provided that (i) no more than one Vessel may be sold or disposed of in any Fiscal Year and no more than three Vessels shall be sold or disposed of during the term of this Agreement, (ii) the net proceeds of such sale shall be at least 100% of the Fair Market Value of such Vessel as of the Closing Date (as determined by reference to the most recent appraisal accepted by Agent pursuant to Annex F), unless such sale is consented to in advance in writing by the Agent and (iii) following such sale or disposition, the net proceeds shall be immediately applied to prepay the Revolving Loans and the Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments, and (e) Lower Lakes 17 may transfer the Manitoulin to Lower Lakes on terms reasonably acceptable to the Agent. Without the consent of the Agent, sales permitted pursuant to the terms of Section 6.9(b) and (c) shall not be permitted during the existence of a Default or an Event of Default.

Sale of Stock and Assets. Except as permitted by Section 6.13, no 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 or other disposition by the Credit Parties of Equipment or Fixtures that are obsolete or no longer used or useful in the Business and having a book value not exceeding US$250,000 in the aggregate in any Fiscal Year, (c) the sale or other disposition of other assets having a book value not exceeding US$50,000 in the aggregate in any Fiscal Year, and (d) the sale or other disposition of a Vessel; , provided that (i) no more than one Vessel may be sold or disposed of in any Fiscal Year and no more than three Vessels shall be sold or disposed of during the term of this Agreement, (ii) the net proceeds of such sale shall be at least 100% of the Fair Market Value fair market value of such Vessel as of the Restatement Closing Date (as determined by reference to the most recent appraisal accepted by Agent pursuant delivered on or prior to Annex Fthe Restatement Closing Date), unless such sale is consented to in advance in writing by the Agent and (iii) following such sale or disposition, disposition and after the net proceeds shall be immediately have been applied in accordance with Section 1.3(c) hereof to prepay the Revolving Loans and US Term Loan or the Revolving Loan Commitments shall be permanently reduced by Cdn. Term Loan, as applicable, (A) if a Cdn. Vessel is sold, the aggregate principal amount of any such prepayments, all outstanding Cdn. Term Loans shall not exceed 80% of the Orderly Liquidation Value of the remaining Cdn. Vessels and (eB) Lower Lakes 17 may transfer if a US Owned Vessel is sold, the Manitoulin to Lower Lakes on terms reasonably acceptable to aggregate principal amount outstanding of the AgentUS Term Loan shall not exceed 80% of the Orderly Liquidation Value of the remaining US Owned Vessels. Without the consent of the AgentLenders, sales permitted pursuant to the terms of Section 6.9(b) and (c) shall not be permitted during the existence of a Default or an Event of Default.

Sale of Stock and Assets. Except as permitted by Section 6.13, no 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 sale, transfer, conveyance or other disposition by the a Credit Parties Party of Equipment or Fixtures assets that are obsolete or no longer used or useful in the Business such Credit Party’s business and having a book value value, not exceeding US$250,000 the Dollar Equivalent of $3,000,000 in any single transaction or the Dollar Equivalent of $6,000,000 in the aggregate in any Fiscal Year, ; (c) the sale or other disposition of other assets Equipment and Fixtures having a book value not exceeding US$50,000 the Dollar Equivalent of $1,000,000 in any single transaction or the Dollar Equivalent of $2,000,000 in the aggregate in any Fiscal Year; (d) dispositions set forth in Disclosure Schedule (6.8); provided , that in the case of sales, transfer, conveyances, or the disposition permitted by clauses (b) and (c), (i) the consideration received is at least equal to the fair market value of such assets, (ii) not less than 80% of the consideration for such sale, transfer, conveyance or disposition is in cash, and (iii) no Event of Default then exists or would result from such sale, transfer, conveyance, or disposition; (e) such sales, transfers, conveyances or dispositions contemplated by the Post-Closing Restructuring; and (f) sales, transfers, conveyances, assignments and other dispositions of assets by a Credit Party to one or more of the other Credit Parties. With respect to any disposition of assets or other properties permitted pursuant to clauses ( (b) , (c) , (d) and (f) above, subject to Section 1.3 (b) , and so long as no Event of Default shall have occurred and be continuing, the sale Administrative Agent or, in the case of any Foreign Credit Party, the European Loan 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 of a Vessel; provided that (i) no more than one Vessel may be sold or disposed of in any Fiscal Year and no more than three Vessels shall be sold or disposed of during the term of this Agreementexecute and deliver to Borrowers, (ii) the net proceeds of such sale shall be at least 100% of the Fair Market Value of such Vessel Borrowers’ expense, appropriate UCC-3 termination statements and other releases as of the Closing Date (as determined reasonably requested by reference to the most recent appraisal accepted by Agent pursuant to Annex F), unless such sale is consented to in advance in writing by the Agent and (iii) following such sale or disposition, the net proceeds shall be immediately applied to prepay the Revolving Loans and the Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments, and (e) Lower Lakes 17 may transfer the Manitoulin to Lower Lakes on terms reasonably acceptable to the Agent. Without the consent of the Agent, sales permitted pursuant to the terms of Section 6.9(b) and (c) shall not be permitted during the existence of a Default or an Event of DefaultBorrowers .

Sale of Stock and Assets. Except as permitted by Section 6.13, no 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 or other disposition by the Credit Parties of Equipment or Fixtures that are obsolete or no longer used or useful in the Business and having a book value not exceeding US$250,000 in the aggregate in any Fiscal Year, (c) the sale or other disposition of other assets having a book value not exceeding US$50,000 25,000 in the aggregate in any Fiscal Year, and (d) the sale or other disposition of a Vessel; , provided that (i) no more than one Vessel may be sold or disposed of in any Fiscal Year and no more than three Vessels shall be sold or disposed of during the term of this Agreement, (ii) the net proceeds of such sale shall not be at least 100less than the greater of: (x) 75% of the Fair Market Value fair market value of such Vessel as of the Restatement Closing Date (as determined by reference to the most recent appraisal accepted by Agent pursuant delivered on or prior to Annex F), unless the Restatement Closing Date) and (y) 75% of the appraised fair market value of such Vessel at the time of such sale is consented to in advance in writing by the Agent and (iii) following such sale or disposition, disposition and after the net proceeds shall be immediately have been applied in accordance with Section 1.3(c) hereof to prepay the Revolving US Term Loan, the Cdn. Term Loan or the Engine Term Loan, as applicable, (A) if a Cdn. Vessel is sold, the aggregate principal amount of all outstanding Cdn. Term Loans and Engine Term Loans shall not exceed 80% of the Revolving Loan Commitments shall be permanently reduced by orderly liquidation value of the remaining Cdn. Vessels and (B) if a US Owned Vessel is sold, the aggregate principal amount of any such prepayments, and (e) Lower Lakes 17 may transfer all outstanding US Term Loans shall not exceed 80% of the Manitoulin to Lower Lakes on terms reasonably acceptable to orderly liquidation value of the Agentremaining US Owned Vessels. Without the consent of the AgentLenders, sales permitted pursuant to the terms of Section 6.9(b) and (c) shall not be permitted during the existence of a Default or an Event of Default.

Sale of Stock and Assets. Except as permitted by Section 6.13, no 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 or other disposition by the Credit Parties of Equipment or Fixtures that are obsolete or no longer used or useful in the Business and having a book value not exceeding US$250,000 in the aggregate in any Fiscal Year, (c) the sale or other disposition of other assets having a book value not exceeding US$50,000 25,000 in the aggregate in any Fiscal Year, Year and (d) the sale or other disposition of a Vessel; , provided that (i) no more than one Vessel may be sold or disposed of in any Fiscal Year and no more than three Vessels shall be sold or disposed of during the term of this Agreement, (ii) the net proceeds of such sale shall not be at least 100less than the greater of: (x) 75% of the Fair Market Value fair market value of such Vessel as of the Restatement Closing Date (as determined by reference to the most recent appraisal accepted by Agent pursuant delivered on or prior to Annex F), unless the Restatement Closing Date) and (y) 75% of the appraised fair market value of such Vessel at the time of such sale is consented to in advance in writing by the Agent and (iii) following such sale or disposition, disposition and after the net proceeds shall be immediately have been applied in accordance with Section 1.3(c) hereof to prepay the Revolving US Term Loan, the Cdn. Term Loan or the Engine Term Loan, as applicable, (A) if a Cdn. Vessel is sold, the aggregate principal amount of all outstanding Cdn. Term Loans and Engine Term Loans shall not exceed 80% of the Revolving Loan Commitments shall be permanently reduced by orderly liquidation value of the remaining Cdn. Vessels and (B) if a US Owned Vessel is sold, the aggregate principal amount of any such prepayments, and (e) Lower Lakes 17 may transfer all outstanding US Term Loans shall not exceed 80% of the Manitoulin to Lower Lakes on terms reasonably acceptable to orderly liquidation value of the Agentremaining US Owned Vessels. Without the consent of the AgentLenders, sales permitted pursuant to the terms of Section 6.9(b) and (c) shall not be permitted during the existence of a Default or an Event of Default.

Sale of Stock and Assets. Except as permitted by Section 6.13, no 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 or other disposition by the Credit Parties of Equipment or Fixtures that are obsolete or no longer used or useful in the Business and having a book value not exceeding US$250,000 275,000 in the aggregate in any Fiscal Year, (c) the sale or other disposition of other assets having a book value not exceeding US$50,000 55,000 in the aggregate in any Fiscal Year, and (d) the sale or other disposition of a Vessel; , provided that (i) no more than one Vessel may be sold or disposed of in any Fiscal Year and no more than three Vessels shall be sold or disposed of during the term of this Agreement, (ii) the net proceeds of such sale shall be at least 100% of the Fair Market Value fair market value of such Vessel as of the Closing Date (as determined by reference to the most recent appraisal accepted by Agent pursuant delivered on or prior to Annex Fthe Closing Date), unless such sale is consented to in advance in writing by the Agent and (iii) following such sale or disposition, disposition the net proceeds shall be immediately have been applied first, to prepay the Revolving Loans and First Lien Obligations until a Discharge of First Lien Obligations (as defined in the Revolving Loan Commitments shall be permanently reduced by the amount of any such prepaymentsIntercreditor Agreement), until paid in full, and (e) Lower Lakes 17 may transfer the Manitoulin to Lower Lakes on terms reasonably acceptable second, to the AgentTerm Loans. Without the consent of the AgentLenders, sales permitted pursuant to the terms of Section 6.9(b) and (c) shall not be permitted during the existence of a Default or an Event of Default.

Sale of Stock and Assets. Except as permitted by Section 6.13, no 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 or other disposition by the Credit Parties of Equipment or Fixtures that are obsolete or no longer used or useful in the Business and having a book value not exceeding US$250,000 275,000 in the aggregate in any Fiscal Year, (c) the sale or other disposition of other assets having a book value not exceeding US$50,000 55,000 in the aggregate in any Fiscal Year, (d) the sale or other disposition of a Vessel; , provided that (i) no more than one Vessel may be sold or disposed of in any Fiscal Year and no more than three Vessels shall be sold or disposed of during the term of this Agreement, (ii) the net proceeds of such sale shall be at least 100% of the Fair Market Value fair market value of such Vessel as of the Closing Date (as determined by reference to the most recent appraisal accepted by Agent pursuant to Annex F), unless such sale is consented to in advance in writing by the Agent and (iii) following such sale or disposition, disposition the net proceeds shall be immediately have been applied first, to prepay the Revolving Loans First Lien Obligations until a Discharge of First Lien Obligations (as defined in the Intercreditor Agreement), until paid in full, and second, to the Revolving Loan Commitments shall be permanently reduced by the amount of any such prepaymentsTerm Loans, and (e) Lower Lakes 17 may transfer the Manitoulin to Lower Lakes on terms and documentation reasonably acceptable to the Agent, including, without limitation, applicable mortgage lien requirements and documentation to reaffirm or grant, as the case may be, the Agent’s security interest in the Manitoulin. Without the consent of the AgentLenders, sales permitted pursuant to the terms of Section 6.9(b) and (c) shall not be permitted during the existence of a Default or an Event of Default.