Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.
Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not in any manner transfer any property without prior or present receipt of full and adequate consideration.
Sale or Transfer of Assets; Suspension of Business Operations. Except as otherwise permitted in accordance with Section 3.4, the Borrower will not sell, lease, assign, transfer or otherwise dispose of all or a substantial part of its assets (whether in one transaction or in a series of transactions) to any other Person, and will not liquidate, dissolve or suspend its business operations.
Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (x) the sale of Inventory in the ordinary course of business, and (y) dispositions of obsolete, worn or nonfunctional equipment. The Borrower will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower's Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.
Sale or Transfer of Assets; Suspension of Business Operations. No Borrower will sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary (except that Pemco Aeroplex, Inc. may sell all (but not less than all) of the stock of Space Vector Corporation provided the proceeds of such sale (A) are sufficient to repay in full all Advances made by the Lender to Space Vector Corporation and (B) in accordance with Section 6.10, are directed to a Collateral Account for such purpose, and the Lender shall release Space Vector Corporation from the Obligations at the time of receipt of such proceeds), (ii) all or a substantial part of its assets (except that Space Vector Corporation may sell substantially all (but not less than substantially all) of its assets provided the proceeds of such sale meet the requirements of clauses (i)(A) and (i)(B) of this Section 7.6), or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business or liquidate, dissolve or suspend business operations. In the case of a sale of the assets or stock of Space Vector Corporation in accordance with this Section 7.6, the Lender will release or terminate the Security Interest with respect to the assets of Space Vector Corporation. Notwithstanding the foregoing, except during any Default Period, any Borrower may transfer its property to any other Borrower provided that prior to such transfer (x) the Borrower Agent gives written notice to the Lender of the proposed transfer, (y) Borrowers provide any financing statements and/or fixture filings necessary to perfect and continue perfected the Security Interest, and (z) simultaneous with such transfer, the Borrowers make any mandatory prepayment that may be required in accordance with Section 2.14 as a result of such transfer. In addition, any Borrower may sell obsolete or worn-out Equipment without the Lender's consent so long as the proceeds from the sale of obsolete or worn-out Equipment pursuant to this sentence do not exceed $250,000 in any fiscal year for all of the Borrowers in the aggregate. No Borrower will in any manner transfer any property without prior or present receipt of cash or property that is equal to or greater than the fair market value of any such transferred property.
Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not sell, lease, assign, transfer or otherwise dispose of, to any other Person, (i) the stock of any Guarantor, (ii) all or a substantial part of its assets, or (iii) any assets or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (A) the sale of Inventory in the ordinary course of the Borrower’s business consistent with past practices, (B) the sale of damaged or obsolete Equipment or (C) after the occurrence of a Security Event, the transfer of assets to a domestic Subsidiary as long as, prior to such transfer, the Lender holds a perfected first-priority security interest in all of the personal property of such Subsidiary pursuant to agreements, documents and instruments acceptable to the Lender in its sole discretion. The Borrower will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. After the occurrence of a Security Event, if the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations other than with respect to transactions in the ordinary course of its business consistent with past practices. The Borrower will not license any other Person (other than a Subsidiary of the Borrower) to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business consistent with past practices in connection with provision of services to its customers.”
18. The Credit Agreement is hereby amended by adding a new Schedule 1.1 to read in its entirety as set forth on Exhibit A hereto.
19. Schedule 6.3 of the Credit Agreement is hereby amended by adding IBM Credit LLC, Blanket Lien, DE-SOS, filing date of March 10, 2004 and Filing Number 40716110.
20. Schedule 6.4 of the Credit Agreement is hereby amended by (i) adding under the heading “Indebtedness” the following: IBM Credit LLC, Revolving Trade Credit up to $7,500,000, N/A, N/A and Blanket Lien and (ii) replacing the information under the heading “Guaranties” w...
Sale or Transfer of Assets; Suspension of Business Operations. Company shall not sell, lease, assign, transfer or otherwise dispose of (a) the stock of any Subsidiary, (b) all or a substantial part of its assets, or (c) any Collateral or any interest in Collateral (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and shall not liquidate, dissolve or suspend business operations. Company shall not transfer any part of its ownership interest in any Intellectual Property Rights and shall not permit its rights as licensee of Licensed Intellectual Property to lapse, except that Company may transfer such rights or permit them to lapse if it has reasonably determined that such Intellectual Property Rights are no longer useful in its business. If Company transfers any Intellectual Property Rights for value, Company shall pay the Proceeds to Xxxxx Fargo for application to the Indebtedness. Company shall not license any other Person to use any of Company’s Intellectual Property Rights, except that Company may grant licenses in the ordinary course of its business in connection with sales of Inventory or the provision of services to its customers.
Sale or Transfer of Assets; Suspension of Business Operations. Company shall not sell, lease, assign, transfer or otherwise dispose of (a) the stock of any Subsidiary, (b) all or a substantial part of its assets, or (c) any Collateral or any interest in Collateral (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business, the disposition of Collateral no longer useful in its business, and other Collateral having a fair market value not in excess of $100,000 in the aggregate for each fiscal year and shall not liquidate, dissolve or suspend business operations. Company shall not transfer any part of its ownership interest in any Intellectual Property Rights and shall not permit its rights as licensee of Licensed Intellectual Property to lapse, except that Company may transfer such rights or permit them to lapse if it has reasonably determined that such Intellectual Property Rights are no longer useful in its business. If Company transfers any Intellectual Property Rights for value, Company shall pay the Proceeds to Xxxxx Fargo for application to the Indebtedness. Company shall not license any other Person to use any of Company’s Intellectual Property Rights, except that Company may grant licenses in the ordinary course of its business in connection with sales of Inventory or the provision of services to its customers.
Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) its stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not in any manner transfer any property without prior or present receipt of full and adequate consideration.
Sale or Transfer of Assets; Suspension of Business Operations. Company shall not sell, lease, assign, transfer, license, or otherwise dispose of (each, a “Transfer”)
(a) the stock of any Subsidiary, (b) all or a substantial part of its assets, or (c) any Collateral or any interest in Collateral (whether in one transaction or in a series of transactions) to any other Person other than (i) the sale of Inventory in the ordinary course of business and the licensing of Intellectual Property Rights in the ordinary course of its business in connection with sales of Inventory or the provision of services to its customers, (ii) Transfers of worn-out, obsolete or unneeded equipment, and (iii) Transfers constituting Permitted Investments. Company shall not liquidate, dissolve or suspend business operations. Company shall not permit its rights as licensee of Licensed Intellectual Property to lapse, except that Company may transfer such rights or permit them to lapse if it has reasonably determined that such Intellectual Property Rights are no longer useful in its business.
