Common use of Sale of Stock and Assets Clause in Contracts

Sale of Stock and Assets. 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 their Accounts, other than (a) the sale or lease of Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or 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 any single transaction or $1,000,000 in the aggregate in any Fiscal Year and (c) other Equipment and Fixtures having a value not exceeding $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 clause (b) and clause (c) above, Term Agent agrees on reasonable prior written notice to release its 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 Borrower Representative, at Borrowers' expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrower Representative.

Sale of Stock and Assets. Except as set forth in Disclosure Schedule (6.8), other than the Allowed Sale, no 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 their Accounts, other than (a) the sale or lease of Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Equipment or Fixtures or 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 any single transaction or $1,000,000 250,000 in the aggregate in any Fiscal Year and (c) so long as no Event of Default shall have occurred and be continuing other Equipment and Fixtures having a value not exceeding $200,000 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 clause (b) and clause (c) above, Term Agent agrees on reasonable prior written notice to release its Liens for the benefit of Lender Group 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 RepresentativeBorrowers, at Borrowers' expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrower RepresentativeBorrowers.

Sale of Stock and Assets. Except as set forth in Disclosure Schedule (6.8), other than the Allowed Sale, no 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 their its Accounts, other than than: (a) the sale or lease of Inventory in the ordinary course of business, and 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 are is obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $500,000 250,000 in any single transaction or $1,000,000 500,000 in the aggregate in any Fiscal Year Year; and (c) other Equipment and Fixtures having a value not exceeding $200,000 250,000 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 clause clauses (b) and clause (c) above, Term Agent Lender agrees ----------- --- on reasonable prior written notice to release its Liens for the benefit of Lender Group 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 RepresentativeBorrower, at Borrowers' Borrower's expense, appropriate UCC-3 termination statements under the Code and other releases as reasonably requested by Borrower RepresentativeBorrower.

Sale of Stock and Assets. Except as set forth in Disclosure Schedule (6.8), other than the Allowed Sale, no 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 their Accounts, other than than: (a) the sale or lease of Inventory in the ordinary course of business, and and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Fixtures, Real Estate or Inventory that are obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $500,000 250,000 in any single transaction or $1,000,000 450,000 in the aggregate in any Fiscal Year and Year; (c) other Equipment and Fixtures having a value not exceeding $200,000 100,000 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 clause (b) and clause (c) above, Term Agent Lender agrees on reasonable prior written notice to release its Liens for the benefit of Lender Group 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 RepresentativeBorrowers, at Borrowers' expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrower RepresentativeBorrowers.

Sale of Stock and Assets. Except as set forth in Disclosure Schedule (6.8), other than the Allowed Sale, no 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 their its Accounts, other than than: (a) the sale or lease of Inventory in the ordinary course of business, and ; (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are is obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $500,000 100,000 in any single transaction or $1,000,000 250,000 in the aggregate in any Fiscal Year Year; and (c) other Equipment and Fixtures having a value not exceeding $200,000 100,000 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 clause CLAUSES (b) and clause (c) above, Term Agent agrees on reasonable prior written notice to release its Liens for the benefit of Lender Group 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 RepresentativeBorrowers, at Borrowers' expense, appropriate UCC-3 UCC termination statements and other releases as reasonably requested by Borrower RepresentativeBorrowers in connection therewith.

Sale of Stock and Assets. Except as set forth in Disclosure Schedule (6.8), other than the Allowed Sale, no 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 their Accounts, other than (a) the sale or lease of Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $500,000 250,000 in any single transaction or series of related transactions or $1,000,000 500,000 in the aggregate in any Fiscal Year and Year, (c) other Equipment and Fixtures having a value not exceeding $200,000 250,000 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 clause (b) and clause (c) above, Term Agent agrees on reasonable prior written notice to release its Liens for the benefit of Lender Group 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 RepresentativeBorrower, at Borrowers' Borrower's expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrower RepresentativeBorrower.