Common use of Sale or Lease of Assets Clause in Contracts

Sale or Lease of Assets. No Credit Party will convey, sell, lease, transfer or otherwise 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 inventory, receivables, equipment, real property interests (whether owned or leasehold), and securities, other than: (a) any inventory sold or otherwise disposed of in the ordinary course of business; (b) the sale, lease, transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party; (c) obsolete, slow-moving, idle or worn-out assets no longer used or useful in its business; (d) the transfer of assets which constitute a Permitted Investment; (e) any Equity Issuance by Borrower; (f) the sale, lease or sublease of real property interests in the ordinary course of business; (g) the sale, transfer or other disposal for fair market value of all or substantially all of the Equity Interests or assets of a Guarantor to a Person that is not a Credit Party; provided that (i) after giving effect to any such sale, transfer or other disposal, the Credit Parties shall be in compliance with all of the terms and conditions of this Agreement and the other Credit Documents, including the terms of Section 6.12 and the definition of Material Subsidiary, (ii) the net cash proceeds from any such sale, transfer or other disposal shall be (A) first, applied to all outstanding Unreimbursed Amounts, (B) second, applied to all outstanding Swing Line Loans, (C) third, applied to all outstanding Committed Loans (first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities) and (D) fourth, reinvested in the business of the Credit Parties or used by the Credit Parties in the ordinary course of business within ninety (90) days after the closing of such transfer, sale or other disposal and (iii) promptly after the net cash proceeds from any such sale, transfer or other disposal have been so utilized, Borrower shall deliver to Administrative Agent a certificate executed by a Responsible Officer certifying on behalf of Borrower (A) as to the amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the terms of the foregoing clause (ii), and (h) other sales of assets in the ordinary course of business so long as, after giving effect thereto, Borrower is in compliance with the financial covenants set forth in Section 6.02.

Sale or Lease of Assets. No Credit Party will convey, sell, lease, transfer or otherwise 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 including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold), and securities, other than: than (a) any inventory sold or otherwise disposed of in the ordinary course of business; (b) the sale, lease, transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party; (c) obsolete, slow-moving, idle or worn-out assets no longer used or useful in its business; (d) the transfer of assets which constitute a Permitted Investment; (e) any Equity Issuance by the Borrower; (f) the sale, lease or sublease of real property interests in the ordinary course of business; (g) the sale, transfer or other disposal for fair market value of all or substantially all of the Equity Interests Capital Stock or assets of a Guarantor to a Person that is not a Credit Party; provided that (i) after giving effect to any such sale, transfer or other disposal, the Credit Parties shall be in compliance with all of the terms and conditions of this Credit Agreement and the other Credit Documents, including including, without limitation, the terms of Section 6.12 7.12 and the definition of Material Subsidiary, (ii) the net cash proceeds from any such sale, transfer or other disposal shall be (A) first, applied to all outstanding Unreimbursed AmountsReimbursement Obligations, (B) second, applied to all outstanding Swing Line LoansSwingline Loans (first to Floating Rate Loans and then to Index Rate Swingline Loans in direct order of Interest Period maturities), (C) third, applied to all outstanding Committed Revolving Loans (first to Base Floating Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities) and (D) fourth, reinvested in the business of the Credit Parties or used by the Credit Parties in the ordinary course of business within ninety (90) 90 days after the closing of such transfer, sale or other disposal and (iii) promptly after the net cash proceeds from any such sale, transfer or other disposal have been so utilized, the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible an Authorized Officer certifying on behalf of the Borrower (A) as to the amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the terms of the foregoing clause (ii), and (h) other sales of assets in the ordinary course of business so long as, after giving effect thereto, the Borrower is in compliance with the financial covenants set forth in Section 6.027.2.

Sale or Lease of Assets. No Credit Party will convey, sell, lease, transfer or otherwise 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 including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold), and securities, other than: than (a) any inventory sold or otherwise disposed of in the ordinary course of business; (b) the sale, lease, transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party; (c) obsolete, slow-moving, idle or worn-out assets no longer used or useful in its business; (d) the transfer of assets which constitute a Permitted Investment; (e) any Equity Issuance by the Borrower; (f) the sale, lease or sublease of real property interests in the ordinary course of business; (g) the sale, transfer or other disposal for fair market value of all or substantially all of the Equity Interests Capital Stock or assets of a Guarantor to a Person that is not a Credit Party; provided that (i) after giving effect to any such sale, transfer or other disposal, the Credit Parties shall be in compliance with all of the terms and conditions of this Credit Agreement and the other Credit Documents, including including, without limitation, the terms of Section 6.12 5.12 and the definition of Material Subsidiary, (ii) the net cash proceeds from any such sale, transfer or other disposal shall be (A) first, applied to all outstanding Unreimbursed AmountsReimbursement Obligations, (B) second, applied to all outstanding Swing Line LoansSwingline Loans (first to ABR Loans and then to Index Rate Swingline Loans in direct order of Interest Period maturities), (C) third, applied to all outstanding Committed Revolving Loans (first to Base Rate ABR Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities) and (D) fourth, reinvested in the business of the Credit Parties or used by the Credit Parties in the ordinary course of business within ninety (90) 90 days after the closing of such transfer, sale or other disposal and (iii) promptly after the net cash proceeds from any such sale, transfer or other disposal have been so utilized, the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible an Authorized Officer certifying on behalf of the Borrower (A) as to the amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the terms of the foregoing clause (ii), and (h) other sales of assets in the ordinary course of business so long as, after giving effect thereto, the Borrower is in compliance with the financial covenants set forth in Section 6.025.2.

Sale or Lease of Assets. No Credit Party will convey, sell, lease, transfer or otherwise 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 including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold), and securities, other than: than (a) any inventory sold or otherwise disposed of in the ordinary course of business; (b) the sale, lease, transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party; (c) obsolete, slow-moving, idle or worn-out assets no longer used or useful in its business; (d) the transfer of assets which constitute a Permitted Investment; (e) any Equity Issuance by the Borrower; (f) the sale, lease or sublease of real property interests in the ordinary course of business; (g) the sale, transfer or other disposal for fair market value of all or substantially all of the Equity Interests Capital Stock or assets of a Guarantor to a Person that is not a Credit Party; provided that (i) after giving effect to any such sale, transfer or other disposal, the Credit Parties shall be in compliance with all of the terms and conditions of this Credit Agreement and the other Credit Documents, including including, without limitation, the terms of Section 6.12 7.12 and the definition of Material Subsidiary, (ii) the net cash proceeds from any such sale, transfer or other disposal shall be (A) first, applied to all outstanding Unreimbursed Amounts, (B) second, applied to all outstanding Swing Line Loans, (C) third, applied to all outstanding Committed Revolving Loans (first to Base Rate Loans and then to Eurodollar Loans and Index Rate Swingline Loans in direct order of Interest Period maturities) and (DB) fourthsecond, reinvested in the business of the Credit Parties or used by the Credit Parties in the ordinary course of business within ninety (90) 90 days after the closing of such transfer, sale or other disposal and (iii) promptly after the net cash proceeds from any such sale, transfer or other disposal have been so utilized, the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible an Authorized Officer certifying on behalf of the Borrower (A) as to the amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the terms of the foregoing clause (ii), and (h) other sales of assets in the ordinary course of business so long as, after giving effect thereto, the Borrower is in compliance with the financial covenants set forth in Section 6.027.2.

Sale or Lease of Assets. No Credit Party will, nor will it permit its Subsidiaries to, convey, sell, lease, transfer or otherwise 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 including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold), and securities, other than: than (a) any inventory sold or otherwise disposed of in the ordinary course of business; (b) the sale, lease, transfer or other disposal by a Credit Party (other than a Borrower) of any or all of its assets to another Credit Party; (c) obsolete, slow-moving, idle or worn-out assets no longer used or useful in its business; (d) the transfer of assets which constitute a Permitted Investment; (e) any Equity Issuance the issuance of Capital Stock by a Borrower; (f) the sale, lease or sublease of real property interests in the ordinary course of business; (g) the sale, transfer or other disposal for fair market value license of all or substantially all of the Equity Interests or assets of a Guarantor to a Person that is not a Credit Party; provided that (i) after giving effect to any such sale, transfer or other disposal, the Credit Parties shall be in compliance with all of the terms and conditions of this Agreement and the other Credit Documents, including the terms of Section 6.12 and the definition of Material Subsidiary, (ii) the net cash proceeds from any such sale, transfer or other disposal shall be (A) first, applied to all outstanding Unreimbursed Amounts, (B) second, applied to all outstanding Swing Line Loans, (C) third, applied to all outstanding Committed Loans (first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities) and (D) fourth, reinvested in the business of the Credit Parties or used by the Credit Parties intellectual property in the ordinary course of business within ninety business; (90h) days after the closing sale of such transfer, accounts receivable and related rights pursuant to a Permitted Receivables Financing; (i) the sale or other disposal of Fife for consideration that the Board of Directors of the U.S. Borrower shall have determined in good faith is economically fair and reasonable to the Credit Parties; and (iii) promptly after the net cash proceeds from any such sale, transfer or other disposal have been so utilized, Borrower shall deliver to Administrative Agent a certificate executed by a Responsible Officer certifying on behalf of Borrower (A) as to the amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the terms of the foregoing clause (ii), and (hj) other sales of assets in the ordinary course of business so long asnot to exceed (x) $5,000,000, after giving effect theretoin the aggregate for all Credit Parties and their Subsidiaries, Borrower is during any fiscal year of the Credit Parties or (y) $20,000,000, in compliance the aggregate for all Credit Parties and their Subsidiaries, during the term of this Credit Agreement; provided that the net cash proceeds from any sale of assets pursuant to this clause (h) must either (i) be reinvested by the Credit Parties within twelve months of such sale in Eligible Assets or (ii) delivered to the U.S. Administrative Agent and/or the Canadian Administrative Agent, as applicable, to permanently reduce the U.S. Revolving Committed Amount and/or the Canadian Revolving Committed Amount as requested by the applicable Credit Party and in accordance with the financial covenants set forth terms hereof. Upon a sale of assets permitted by this Section 9.5, the Collateral Agent shall promptly deliver to the Borrowers, upon the Borrowers' request and at the Borrowers' expense, such documentation as is reasonably necessary to evidence the release of the Lenders' security interest in Section 6.02such assets, including, without limitation, amendments or terminations of UCC financing statements.

Sale or Lease of Assets. No Credit Party will, nor will it permit its Subsidiaries to, convey, sell, lease, transfer or otherwise 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 including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold), and securities, other than: : (a) any inventory sold or otherwise disposed of in the ordinary course of business; ; (b) the sale, lease, lease or transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party; Party so long as the Non-Operating Subsidiaries (after giving effect to such sale, lease or transfer) shall not own, on a collective basis, property, plant and equipment valued at more than five percent (5%) of the consolidated assets of the Parent and its Subsidiaries on a consolidated basis; (c) obsolete, slow-moving, idle or worn-out assets no longer used or useful in its businessbusiness or the trade in of equipment for equipment in better condition or of better quality; and (d) the transfer sale of assets which constitute a Permitted Investmentthe real property and personal property associated therewith identified on Schedule 8.5(d); and (e) any Equity Issuance by Borrower; (f) the sale, lease or sublease sale of real property interests property, including up to eleven (11) restaurants, in the ordinary course of business; (g) the sale, transfer or other disposal for fair market value of all or substantially all of the Equity Interests or assets of a Guarantor to a Person that is not a Credit Party; any fiscal year provided that (i) no Default or Event of Default exists before or after giving effect to any such sale, transfer (ii) each such restaurant or other disposal, the Credit Parties shall be in compliance with all of real property is sold pursuant to the terms and conditions of this Agreement and the other Credit Documents, including the terms of Section 6.12 and the definition of Material Subsidiary, (ii) the net cash proceeds from any such sale, transfer or other disposal shall be (A) first, applied to all outstanding Unreimbursed Amounts, (B) second, applied to all outstanding Swing Line Loans, (C) third, applied to all outstanding Committed Loans (first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities) and (D) fourth, reinvested in the business of the Credit Parties or used by the Credit Parties in the ordinary course of business within ninety (90) days after the closing of such transfer, sale or other disposal an arms-length contract for fair market value and (iii) promptly after the net cash proceeds from any such sale, transfer or other disposal have been so utilized, Borrower shall deliver to Administrative Agent a certificate executed by a Responsible Officer certifying on behalf of Borrower (A) as to the amount of extent such net cash proceeds and dispositions permitted under this subclause (Be) that such net cash proceeds have been reinvested in accordance with the terms of the foregoing clause (ii), and (h) other sales of assets exceed $50,000,000 in the ordinary course of business so long asaggregate during the period from the Closing Date to the Maturity Date, after giving effect thereto, Borrower is the Revolving Committed Amount shall be immediately permanently reduced by the amount by which such dispositions permitted by this subclause (e) exceed $50,000,000 in compliance with the financial covenants set forth in Section 6.02aggregate during the period from the Closing Date to the Maturity Date.

Sale or Lease of Assets. No Credit Party will, nor will it permit its Subsidiaries to, convey, sell, lease, transfer or otherwise 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 including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold), and securities, other than: than (a) any inventory sold or otherwise disposed of in the ordinary course of business; (b) the sale, lease, transfer or other disposal by a Credit Party (other than the Borrower and the Parent) of any or all of its assets to another Credit Party; (c) obsolete, slow-moving, idle or worn-out assets no longer used or useful in its businessbusiness or the trade in of equipment for equipment in better condition or of better quality; (d) the transfer of assets which constitute a Permitted Investment; (e) any Equity Issuance subject to the prepayment provisions in Section 3.3(b)(iv), the issuance of Capital Stock by Borrowera Credit Party; (f) the sale, lease or sublease of real property interests in the ordinary course of business; (g) the salelicense of intellectual property in the ordinary course of business; (h) the Miami Facility, transfer or other disposal for fair market value (i) the shares of all or substantially all Common Stock of Global Telecommunications Solutions and of Shared Technology owned by Peoples immediately prior to the Equity Interests or assets Peoples Merger; (j) the discount in the ordinary course of a Guarantor to a Person that is not business of an account receivable from an account debtor of a Credit Party; (k) the sale of non-core assets received in connection with a Permitted Acquisition if such assets are sold (or contracted to be sold) within 180 days of when acquired and if such sales do not exceed, in the aggregate, $10,000,000; and (l) other sales of assets not to exceed $5,000,000, in the aggregate, during the term of this Credit Agreement; provided that the proceeds from such sales of assets in this clause (il) after giving effect to any such sale, transfer must either (A) be reinvested (or other disposal, a contract evidencing reinvestment must be entered into) by the Credit Parties shall be within 180 days of such sale in compliance with all similar assets or such other assets as are useful in the ordinary conduct of the terms and conditions of this Agreement and the other Credit Documents, including the terms of Section 6.12 and the definition of Material Subsidiary, (ii) the net cash proceeds from any such sale, transfer or other disposal shall be (A) first, applied to all outstanding Unreimbursed Amounts, (B) second, applied to all outstanding Swing Line Loans, (C) third, applied to all outstanding Committed Loans (first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities) and (D) fourth, reinvested in the business of the Credit Parties or used by the Credit Parties in the ordinary course of business within ninety (90) days after the closing of such transfer, sale or other disposal and (iii) promptly after the net cash proceeds from any such sale, transfer or other disposal have been so utilized, Borrower shall deliver to Administrative Agent a certificate executed by a Responsible Officer certifying on behalf of Borrower (A) as to the amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with paid to the terms Lenders as a prepayment of the foregoing clause Loans (ii), and (h) other sales of assets to be applied in the ordinary course of business so long as, after giving effect thereto, Borrower is in compliance with the financial covenants manner set forth in the second sentence of Section 6.023.3(c)). Upon a sale of assets permitted by this Section 8.5, the Collateral Agent shall promptly 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 Lenders' security interest in such assets, including, without limitation, amendments or terminations of UCC financing statements and if applicable, the return of such assets if they are in the possession of the Collateral Agent.

Sale or Lease of Assets. No Credit Party will convey, sell, lease, transfer or otherwise 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 inventory, receivables, equipment, real property interests (whether owned or leasehold), and securities, other than: (a) any inventory sold or otherwise disposed of in the ordinary course of business; (b) the sale, lease, transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party; (c) obsolete, slow-moving, idle or worn-out assets no longer used or useful in its business; (d) the transfer of assets which constitute a Permitted Investment; (e) any Equity Issuance by Borrower; (f) the sale, lease or sublease of real property interests in the ordinary course of business; (g) the sale, transfer or other disposal for fair market value of all or substantially all of the Equity Interests or assets of a Guarantor to a Person that is not a Credit Party; provided that (i) after giving effect to any such sale, transfer or other disposal, the Credit Parties shall be in compliance with all of the terms and conditions of this Agreement and the other Credit Documents, including the terms of Section 6.12 and the definition of Material Subsidiary, (ii) the net cash proceeds from any such sale, transfer or other disposal shall be (A) first, applied to all outstanding Unreimbursed Amounts, (B) second, applied to all outstanding Swing Line Loans, (C) third, applied to all outstanding Committed Loans (first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities) and (DB) fourthsecond, reinvested in the business of the Credit Parties or used by the Credit Parties in the ordinary course of business within ninety (90) days after the closing of such transfer, sale or other disposal and (iii) promptly after the net cash proceeds from any such sale, transfer or other disposal have been so utilized, Borrower shall deliver to Administrative Agent a certificate executed by a Responsible Officer certifying on behalf of Borrower (A) as to the amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the terms of the foregoing clause (ii), and (h) other sales of assets in the ordinary course of business so long as, after giving effect thereto, Borrower is in compliance with the financial covenants set forth in Section 6.02.

Sale or Lease of Assets. No Credit Party will convey, sell, lease, transfer or otherwise 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 inventory, receivables, equipment, real property interests (whether 71 owned or leasehold), and securities, other than: (a) any inventory sold or otherwise disposed of in the ordinary course of business; (b) the sale, lease, transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party; (c) obsolete, slow-moving, idle or worn-out assets no longer used or useful in its business; (d) the transfer of assets which constitute a Permitted Investment; (e) any Equity Issuance by Borrower; (f) the sale, lease or sublease of real property interests in the ordinary course of business; (g) the sale, transfer or other disposal for fair market value of all or substantially all of the Equity Interests or assets of a Guarantor to a Person that is not a Credit Party; provided that (i) after giving effect to any such sale, transfer or other disposal, the Credit Parties shall be in compliance with all of the terms and conditions of this Agreement and the other Credit Documents, including the terms of Section 6.12 and the definition of Material Subsidiary, (ii) the net cash proceeds from any such sale, transfer or other disposal shall be (A) first, applied to all outstanding Unreimbursed Amounts, (B) second, applied to all outstanding Swing Line Loans, (C) third, applied to all outstanding Committed Loans (first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities) and (D) fourth, reinvested in the business of the Credit Parties or used by the Credit Parties in the ordinary course of business within ninety (90) days after the closing of such transfer, sale or other disposal and (iii) promptly after the net cash proceeds from any such sale, transfer or other disposal have been so utilized, Borrower shall deliver to Administrative Agent a certificate executed by a Responsible Officer certifying on behalf of Borrower (A) as to the amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the terms of the foregoing clause (ii), and (h) other sales of assets in the ordinary course of business so long as, after giving effect thereto, Borrower is in compliance with the financial covenants set forth in Section 6.02.