Common use of Sale or Lease of Assets Clause in Contracts

Sale or Lease of Assets. No Credit Party will, nor will it permit its Subsidiaries to, convey, sell, lease, transfer or otherwise voluntarily dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold) and securities, other than a sale, lease, transfer or other disposal (a) by a Credit Party of any or all of its assets to another Credit Party; (b) of inventory in the ordinary course of business; (c) of obsolete, slow-moving, idle or worn-out assets no longer used or useful in the business of such Credit Party or the trade-in of equipment for equipment in better condition or of better quality; (d) which constitutes a Permitted Investment in the ordinary course of business; (e) by PAI of its partnership interest in Acceptance Partnership if required by Section 3.4 of the Acceptance Partnership Agreement (without regard to any amendment of such section); (f) of accounts receivable pursuant to the financing contracts set forth on Schedule 8.6 or any replacement arrangement with the same economic effect; and (g) of assets of the Credit Parties and their Subsidiaries after the Closing Date, in addition to those permitted above in this Section 8.6; provided that (i) the transfer is for fair market value, (ii) no Default or Event of Default exists either prior to or after giving effect thereto and (iii) after giving effect thereto, the aggregate amount of all such transfers during the term of this Credit Agreement, calculated on a net book value basis, does not exceed ten percent (10%) of Total Assets, as determined on the last day of the most recently ended fiscal year of the Borrower.

Sale or Lease of Assets. No Credit Party willThe Borrower will not, nor will it permit its Subsidiaries to, convey, sell, lease, transfer or otherwise voluntarily dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold) and securities, other than a sale, lease, transfer or other disposal of (a) by a Credit Party of any subject to Sections 7.12 and 7.13, assets from the Borrower or all one of its assets Subsidiaries to another Credit Partyeach other; (b) of inventory and supplies in the ordinary course of business; (c) of obsolete, surplus, slow-moving, idle or worn-out assets no longer used or useful in the business of such Credit Party or the trade-in of equipment for equipment in better condition or of better quality; (d) assets which constitutes constitute a Permitted Investment in the ordinary course of business; (e) by PAI of its partnership interest in Acceptance Partnership if required by Section 3.4 of the Acceptance Partnership Agreement (without regard Receivables pursuant to any amendment of such section)a Permitted Receivables Financing; (f) of accounts receivable pursuant to Investments in the financing contracts set forth on Schedule 8.6 or any replacement arrangement with the same economic effect; Strategic Investments Portfolio and (g) of assets of the Credit Parties Borrower and their Subsidiaries after the Closing Dateits Subsidiaries, in addition to those permitted above in this Section 8.68.5; provided that in the case of this clause (g) (i) the transfer is for fair market valueno Event of Default exists prior to such transfer, (ii) no Default or Event of Default exists either prior to or after giving effect thereto to such transfer and (iii) after giving effect theretoto such transfer, the aggregate amount of all such transfers during the term of this Credit Agreementtransfers, calculated on a net book value basis, does not exceed ten percent (10%) of Total Assets, as determined on the last day of the most recently ended fiscal year quarter of the BorrowerBorrower for which an officer’s certificate has been delivered pursuant to Section 7.1(c).

Sale or Lease of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise voluntarily dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, equipmentleasehold interests, real property interests (whether owned or leasehold) equipment and securities, securities other than a (a) any inventory or other assets sold, leased, licensed or disposed of (including through commercial accommodations and going out of business sales) in the ordinary course of business, (b) obsolete, idle or worn-out assets no longer used or useful in its business, (c) subject to Section 6.11 and the location of Collateral provisions set forth in the Loan Documents, the sale, lease, lease or transfer or other disposal (a) by a Credit Party of any or all of its assets to another Credit Party; Party so long as (bi) of inventory the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the ordinary course of business; (c) of obsolete, slow-moving, idle or worn-out assets no longer used or useful in the business of such Credit Party or the trade-in of equipment for equipment in better condition or of better quality; (d) which constitutes a Permitted Investment in the ordinary course of business; (e) by PAI of its partnership interest in Acceptance Partnership if required by Section 3.4 perfection and priority of the Acceptance Partnership Agreement (without regard to any amendment of such section); (f) of accounts receivable pursuant to Administrative Agent’s liens on the financing contracts set forth on Schedule 8.6 or any replacement arrangement with the same economic effect; and (g) of assets of the Credit Parties as required by Section 6.11 and their Subsidiaries 6.12 and (ii) after giving effect to such transaction, no Default or Event of Default exists, (d) the Closing Dateissuance of Stock by Parent pursuant to a follow-on public offering, (e) the transfer of assets which constitute a Permitted Investment and (f) other sales of assets, in addition to those permitted above in by the other subsections of this Section 8.6; 7.5, provided that (i) the transfer sale is for fair market value, (ii) the sale is for cash consideration, (iii) at the time of the sale (and after giving effect thereto) no Default or Event of Default exists either prior exists, (iv) as a result of such sale, no Material Adverse Effect would occur or be reasonably expected to occur, (v) the proceeds from such sale are, within 180 days from the date of such sale, applied as a mandatory prepayment in accordance with Section 2.8(b) or after giving effect thereto reinvested by the Credit Parties in Eligible Assets and (iiivi) after giving effect theretosuch sales do not exceed, in the aggregate amount of all such transfers aggregate, $1,000,000 during the term of this Credit Agreement, calculated on a net book value basis, does not exceed ten percent (10%) of Total Assets, as determined on the last day of the most recently ended fiscal year of the Borrower.

Sale or Lease of Assets. No Credit Party willThe Borrower will not, nor will it permit its Subsidiaries to, convey, sell, lease, transfer or otherwise voluntarily dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold) and securities, other than a sale, lease, transfer or other disposal of (a) by a Credit Party of any subject to Sections 7.12 and 7.13, assets from the Borrower or all one of its assets Subsidiaries to another Credit Partyeach other; (b) of inventory and supplies in the ordinary course of business; (c) of obsolete, surplus, slow-moving, idle or worn-out assets no longer used or useful in the business of such Credit Party or the trade-in of equipment for equipment in better condition or of better quality; (d) assets which constitutes constitute a Permitted Investment in the ordinary course of business; (e) by PAI of its partnership interest in Acceptance Partnership if required by Section 3.4 of the Acceptance Partnership Agreement (without regard Receivables pursuant to any amendment of such section)a Permitted Receivables Financing; (f) of accounts receivable pursuant to Investments in the financing contracts set forth on Schedule 8.6 or any replacement arrangement with the same economic effect; Strategic Investments Portfolio and (g) of assets of the Credit Parties Borrower and their Subsidiaries after the Closing Dateits Subsidiaries, in addition to those permitted above in this Section 8.68.5; provided that in the case of this clause (g) (i) the transfer is for fair market valueno Event of Default exists prior to such transfer, (ii) no Default or Event of Default exists either prior to or after giving effect thereto to such transfer and (iii) after giving effect theretoto such transfer, the aggregate amount of all such transfers during the term of this Credit Agreementtransfers, calculated on a net book value basis, does not exceed ten percent (10%) of Total Assets, as determined on the last day of the most recently ended fiscal year quarter of the BorrowerBorrower for which an officer's certificate has been delivered pursuant to Section 7.1(c).

Sale or Lease of Assets. No Credit Party willThe Borrower will not, nor will it permit its Subsidiaries to, convey, sell, lease, transfer or otherwise voluntarily dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold) and securities, other than a sale, lease, transfer or other disposal of (a) by a Credit Party of any subject to Sections 7.12 and 7.13, assets from the Borrower or all one of its assets Subsidiaries to another Credit Partyeach other; (b) of inventory and supplies in the ordinary course of business; (c) of obsolete, surplus, slow-moving, idle or worn-out assets no longer used or useful in the business of such Credit Party or the trade-in of equipment for equipment in better condition or of better quality; (d) assets which constitutes constitute a Permitted Investment in the ordinary course of business; (e) by PAI of its partnership interest in Acceptance Partnership if required by Section 3.4 of the Acceptance Partnership Agreement (without regard Receivables pursuant to any amendment of such section)a Permitted Receivables Financing; (f) of accounts receivable pursuant to Investments in the financing contracts set forth on Schedule 8.6 or any replacement arrangement with the same economic effectStrategic Investments Portfolio; and (g) of assets of the Credit Parties Borrower and their Subsidiaries after the Closing Dateits Subsidiaries, in addition to those permitted above in this Section 8.68.5; provided that in the case of this clause (g) (i) the transfer is for fair market valueno Event of Default exists prior to such transfer, (ii) no Default or Event of Default exists either prior to or after giving effect thereto to such transfer and (iii) after giving effect theretoto such transfer, the aggregate amount of all such transfers during the term of this Credit Agreementtransfers, calculated on a net book value basis, does not exceed ten percent (10%) of Total Assets, as determined on the last day of the most recently ended fiscal year quarter of the BorrowerBorrower for which an officer's certificate has been delivered pursuant to Section 7.1(c).

Sale or Lease of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise voluntarily dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, equipmentleasehold interests, real property interests (whether owned or leasehold) equipment and securities, securities other than a (a) any inventory or other assets sold, leased, licensed or disposed of (including through commercial accommodations and going out of business sales) in the ordinary course of business, (b) obsolete, idle or worn-out assets no longer used or useful in its business, (c) subject to Section 7.12 and the location of Collateral provisions set forth in the Credit Documents, the sale, lease, lease or transfer or other disposal (a) by a Credit Party of any or all of its assets to another Credit Party; Party so long as (bi) of inventory the 85 Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the ordinary course of business; (c) of obsolete, slow-moving, idle or worn-out assets no longer used or useful in the business of such Credit Party or the trade-in of equipment for equipment in better condition or of better quality; (d) which constitutes a Permitted Investment in the ordinary course of business; (e) by PAI of its partnership interest in Acceptance Partnership if required by Section 3.4 perfection and priority of the Acceptance Partnership Agreement (without regard to any amendment of such section); (f) of accounts receivable pursuant to Collateral Agent's liens on the financing contracts set forth on Schedule 8.6 or any replacement arrangement with the same economic effect; and (g) of assets of the Credit Parties as required by Section 7.12 and their Subsidiaries 7.13 and (ii) after giving effect to such transaction, no Default or Event of Default exists, (d) the Closing Dateissuance of Capital Stock, (e) the transfer of assets which constitute a Permitted Investment and (f) other sales of assets, in addition to those permitted above in by the other subsections of this Section 8.6; 8.5, provided that (i) the transfer sale is for fair market value, (ii) the sale is for cash consideration, (iii) at the time of the sale (and after giving effect thereto) no Default or Event of Default exists either prior exists, (iv) as a result of such sale, no Material Adverse Effect would occur or be reasonably expected to occur, (v) the proceeds from such sale are, within 12 months from the date of such sale, applied as a mandatory prepayment in accordance with Section 3.3(b)(ii) or after giving effect thereto reinvested by the Credit Parties in Eligible Assets and (iiivi) after giving effect theretoand such sales do not exceed, in the aggregate amount of all such transfers aggregate, $1,000,000 during the term of this Credit Agreement, calculated on . The parties hereto agree that any disposition of assets to a net book value basis, does not exceed ten percent Person (10%other than a Credit Party) of Total Assets, as determined on the last day permitted by this Section 8.5 shall be free and clear of the most recently ended fiscal year Liens of the Collateral Agent. Upon a sale of assets or the sale of Capital Stock of a Subsidiary of a Credit Party permitted by this Section 8.5, the Collateral Agent shall deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent's security interest in such assets or stock, including, without limitation, amendments or terminations of UCC financing statements, the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit Documents.

Sale or Lease of Assets. No Credit Party will, nor will it permit its Subsidiaries to, convey, sell, lease, transfer or otherwise voluntarily dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, 71 inventory, receivables, equipment, real property interests (whether owned or leasehold) and securities, other than a sale, lease, transfer or other disposal (a) by a Credit Party of any or all of its assets to another Credit Party; (b) of inventory in the ordinary course of business; (c) of obsolete, slow-moving, idle or worn-out assets no longer used or useful in the business of such Credit Party or the trade-in of equipment for equipment in better condition or of better quality; (d) which constitutes a Permitted Investment in the ordinary course of business; (e) by PAI of its partnership interest in Acceptance Partnership if required by Section 3.4 of the Acceptance Partnership Agreement (without regard to any amendment of such section); (f) of accounts receivable pursuant to the financing contracts set forth on Schedule 8.6 or any replacement arrangement with the same economic effect; and (g) of assets of the Credit Parties and their Subsidiaries after the Closing Date, in addition to those permitted above in this Section 8.6; provided that (i) the transfer is for fair market value, (ii) no Default or Event of Default exists either prior to or after giving effect thereto and (iii) after giving effect thereto, the aggregate amount of all such transfers during the term of this Credit Agreement, calculated on a net book value basis, does not exceed ten percent (10%) of Total Assets, as determined on the last day of the most recently ended fiscal year of the Borrower.

Sale or Lease of Assets. No Credit Party willThe Borrower will not, nor will it permit its Subsidiaries to, convey, sell, lease, transfer or otherwise voluntarily dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold) and securities, other than a sale, lease, transfer or other disposal of (a) by a Credit Party of any subject to Sections 7.12 and 7.13, assets from the Borrower or all one of its assets Subsidiaries to another Credit Partyeach other; (b) of inventory and supplies in the ordinary course of business; (c) of obsolete, surplus, slow-moving, idle or worn-out assets no longer used or useful in the business of such Credit Party or the trade-in of equipment for equipment in better condition or of better quality; (d) assets which constitutes constitute a Permitted Investment in the ordinary course of business; (e) by PAI of its partnership interest in Acceptance Partnership if required by Section 3.4 of the Acceptance Partnership Agreement (without regard Receivables pursuant to any amendment of such section)a Permitted Receivables Financing; (f) of accounts receivable pursuant to Investments in the financing contracts set forth on Schedule 8.6 or any replacement arrangement with the same economic effectStrategic Investments Portfolio; and (g) of assets of the Credit Parties Borrower and their Subsidiaries after the Closing Dateits Subsidiaries, in addition to those permitted above in this Section 8.68.5; provided that in the case of this clause (g) (i) the transfer is for fair market valueno Event of Default exists prior to such transfer, (ii) no Default or Event of Default exists either prior to or after giving effect thereto to such transfer and (iii) after giving effect theretoto such transfer, the aggregate amount of all such transfers during the term of this Credit Agreementtransfers, calculated on a net book value basis, does not exceed ten percent (10%) of Total Assets, as determined on the last day of the most recently ended fiscal year quarter of the BorrowerBorrower for which an officer’s certificate has been delivered pursuant to Section 7.1(c).

Sale or Lease of Assets. No Credit Party will, nor will it permit its Subsidiaries to, convey, sell, lease, transfer or otherwise voluntarily dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold) and securities, other than a sale, lease, transfer or other disposal (a) by a Credit Party of any or all of its assets to another Credit Party; (b) of inventory in the ordinary course of business; (c) of obsolete, slow-moving, idle or worn-out assets no longer used or useful in the business of such Credit Party or the trade-in of equipment for equipment in better condition or of better quality; (d) which constitutes a Permitted Investment in the ordinary course of business; (e) by PAI of its partnership interest in Acceptance Partnership if required by Section 3.4 of the Acceptance Partnership Agreement (without regard to any amendment of such section); (f) of accounts receivable pursuant to the financing contracts set forth on Schedule 8.6 or any replacement arrangement with the same economic effect; and (g) of assets of the Credit Parties and their Subsidiaries after the Closing Date, in addition to those permitted above in this Section 8.6; provided that (i) the transfer is for fair market value, (ii) no Default or Event of Default exists either prior to or after giving effect thereto and (iii) after giving effect thereto, the aggregate amount of all such transfers during the term of this Credit Agreementtransfers, calculated on a net book value basis, does not exceed ten percent (10%) of Total Assets, as determined on the last day of the most recently ended fiscal year of the Borrower.