Common use of Sales and Other Dispositions Clause in Contracts

Sales and Other Dispositions. (a) The Borrower will not sell, transfer or otherwise dispose of, or permit any Subsidiary to sell, transfer or otherwise dispose of, any assets other than in the ordinary course of business or (b) issue, sell, transfer or otherwise dispose of, or permit any Subsidiary to issue, sell, transfer or otherwise dispose of, any shares of the capital stock of any Subsidiary (the items covered by (a) and (b) being hereinafter called a "Disposition" and the term "Disposed of" being used herein with correlative meaning), unless such Disposition is made for consideration having a value at least equal to the fair value of such property as determined in good faith by the board of directors of the Borrower and, in the case of a Disposition under (b) herein, as part of the sale of all shares or capital stock of such Subsidiary and, in the case of any such Disposition, so long as immediately after the consummation of such Disposition, and after giving effect thereto, no Default or Event of Default would exist. In addition, if immediately after the consummation of any Disposition described below, and after giving effect thereto, no Default or Event of Default would exist, the Borrower may make: (i) a Disposition which is ordered by a court of competent jurisdiction or pursuant to the requirements of a decree, order or ruling of any governmental body (local, 44 state or federal), provided that such Disposition does not, in the opinion of the Required Lenders, impair the ability of the Borrower to perform its obligations under this Agreement and the Notes; (ii) a Disposition by any Subsidiary to the Borrower or to any other Wholly-Owned Subsidiary or by the Borrower to any Wholly-Owned Subsidiary; (iii) any Disposition (in a single transaction or a series of related transactions) during any fiscal quarter of assets having a fair value which, when combined with the fair value of all other assets Disposed of during such fiscal quarter and the immediately preceding three (3) fiscal quarters, constituted not more than 10% of Consolidated Total Assets at the end of the fiscal quarter then most recently ended; and (iv) any Disposition permitted by Section 6.08; provided, further, that in no event shall the Borrower sell, lease, transfer or otherwise dispose of all or substantially all of its assets to any Person.

Sales and Other Dispositions. Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, sell, lease, license, abandon or otherwise transfer or dispose of any of its assets or property of any nature except: (a) The Borrower will not sell, transfer sales of inventory in the ordinary course of its business; (b) licensing or otherwise dispose of, sublicensing of Intellectual Property of Parent or permit any Subsidiary to sell, transfer or otherwise dispose of, any assets other than of its Subsidiaries in the ordinary course of business consistent with past practice so long as the effect of such license or sublicense shall not transfer all or substantially all of the licensor’s or sublicensor’s economic value in the Intellectual Property to the licensee or sublicensee; (bc) issue, sell, transfer transfers of assets or otherwise dispose of, property to the Borrower or permit any a Subsidiary Guarantor; (d) transfers of assets or property from a Foreign Subsidiary to issue, sell, transfer or otherwise dispose of, another Foreign Subsidiary; (e) transfers of assets in an amount not to exceed One Hundred Million Dollars ($100,000,000) in any shares of the capital stock of any Subsidiary (the items covered by (a) and (b) being hereinafter called a "Disposition" and the term "Disposed of" being used herein with correlative meaning), unless such Disposition is made for consideration having a value at least equal to the fair value of such property as determined in good faith by the board of directors of the Borrower and, in the case of a Disposition under (b) herein, as part of the sale of all shares or capital stock of such Subsidiary and, in the case of any such Dispositionfiscal year, so long (i) as immediately after at the consummation time of such Disposition, and after giving effect thereto, disposition no Default or Event of Default exists or would exist. In addition, if immediately after be created thereby and (ii) at least seventy-five percent (75%) of the consummation consideration for each such transfer or sale pursuant to this clause (e) shall be cash or Cash Equivalents; (f) sales of any Disposition described belowassets of, or equity interests in, Ventures, including the transactions contemplated by clause (i) of Section 8.3 (Investments, Loans, Acquisitions, Etc.); (g) transfers of Capital Stock set forth in, and after giving effect theretoin conformity with, the definition of Permitted Maquiladora Restructuring; (h) transfers by the Borrower or a Subsidiary Guarantor to a Foreign Subsidiary of the Borrower’s or such Subsidiary Guarantor’s maquiladora operations (which are operated in conjunction with one or more Target Mexican Subsidiaries), so long as (i) no Default or Event of Default would existshall then exist or be caused thereby or by any of the transactions in connection with the maquiladora operations, (ii) none of the assets transferred in connection with such operations shall consist of Intellectual Property (other than non-exclusive licenses of Intellectual Property necessary for such operations), (iii) in connection therewith, the Foreign Subsidiary shall enter into a distributorship agreement with the Borrower may make:or another Loan Party and (iv) no more than Fifty Million Dollars ($50,000,000) of assets (based on fair market value) are so transferred; and (i) a Disposition which is ordered by a court of competent jurisdiction or transfers pursuant to the requirements of a decree, order or ruling of any governmental body (local, 44 state or federal), provided that such Disposition does not, in the opinion of the Required Lenders, impair the ability of the Borrower to perform its obligations under this Agreement and the Notes; (ii) a Disposition by any Subsidiary to the Borrower or to any other Wholly-Owned Subsidiary or by the Borrower to any Wholly-Owned Subsidiary; (iii) any Disposition (in a single transaction or a series of related transactions) during any fiscal quarter of assets having a fair value which, when combined with the fair value of all other assets Disposed of during such fiscal quarter and the immediately preceding three (3) fiscal quarters, constituted not more than 10% of Consolidated Total Assets at the end of the fiscal quarter then most recently ended; and (iv) any Disposition Investments permitted by Section 6.08; provided8.3 (Investments, furtherLoans, that in Acquisitions, Etc.) and Restricted Payments permitted by Section 8.4 (Restricted Payments). Notwithstanding the foregoing, no event shall the Borrower sellsale, lease, license, abandonment or other transfer or otherwise dispose disposition of all or substantially all of its assets property shall be permitted pursuant to this Subsection 8.7.2 unless the same will not result in a default under any PersonOther Senior Debt Documents.

Sales and Other Dispositions. (a) The Borrower will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, sell, lease, abandon or otherwise transfer or otherwise dispose ofof any of its assets or property of any nature (including, without limitation, the sale of any receivables and leasehold interests and any Sale and Leaseback Transaction or permit similar transaction), whether now owned or hereafter acquired, except for sales of assets or property of any Subsidiary nature in which all of the following are satisfied: (i) the Borrower or Restricted Subsidiary, as applicable, receives consideration at the time of the sale at least equal to sell, transfer the Fair Market Value of the asset sold or otherwise dispose disposed of, (ii) at least 75% of the consideration is in the form of cash or Cash Equivalents, and (iii) (x) if the assets so transferred or disposed of constitutes ABL Priority Collateral, the net cash proceeds are used to prepay the Loans and any non-cash proceeds are delivered to the Agent as additional ABL Priority Collateral and (y) if the assets so disposed of are First Lien Note Priority Collateral, the net cash proceeds are used in a manner permitted by the First Lien Indenture; (b) Notwithstanding the foregoing, the requirements of clause (a) above shall not apply to any of the following: (i) sales of inventory in the ordinary course of its business; (ii) dispositions or transfers of assets or property to the Borrower or a Restricted Subsidiary of the Borrower that is a Guarantor, so long as such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens or, as applicable, Permitted Additional ABL Liens; (iii) dispositions involving a trade-in of equipment in exchange for other equipment useful in the business of the Borrower or any of its Restricted Subsidiaries and provided, that in the good faith judgment of the Borrower, the Borrower or such Restricted Subsidiary receives equipment (or credit toward the acquisition cost of equipment) having a fair market value equal to or greater than the equipment being traded-in; (iv) sales or dispositions of equipment which is obsolete or no longer used or useful in the business of the Borrower or any of its Restricted Subsidiaries; (v) leases or subleases permitted by clause (o) of Section 8.2 (Liens; Licenses); (vi) sales or dispositions of the assets of the Borrower or any of its Restricted Subsidiaries not in the ordinary course of business with a fair market value not to exceed $1,000,000 in the aggregate in any fiscal year; (vii) dispositions or transfers of any asset is effected by a Sale and Leaseback Transaction so long as (bx) issue, sell, transfer or otherwise dispose of, or permit any Subsidiary to issue, sell, transfer or otherwise dispose of, any shares the imputed principal component of the capital stock of lease entered into in connection with such Sale and Leaseback Transaction together with the Capital Lease Obligations and Purchase Money Indebtedness pursuant to Subsection 8.1.1 (Indebtedness — In General) does not exceed $75,000,000 at any Subsidiary (the items covered by (a) one time outstanding, and (by) being hereinafter called a "Disposition" and the term "Disposed of" being used herein with correlative meaning), unless such Disposition is made for consideration having a value at least equal to the fair value disposition or transfer of such asset shall occur within 365 days of the acquisition thereof; (viii) other sales or dispositions of property as determined in good faith by the board of directors of the Borrower or any of its Restricted Subsidiaries (other than Specific Real Property) having a fair market value of up to, and the gross proceeds derived therefrom (exclusive of indemnities), not exceeding (in any one or a related series of transactions) $5,000,000 and, in the case aggregate in any fiscal year of a Disposition under (b) herein$20,000,000; provided, as part of the sale of all shares or capital stock of such Subsidiary and, in the case of any such Disposition, so long as immediately after the consummation of such Disposition, and after giving effect thereto, that no Default or Event of Default would exist. In additionshall exist at such time or be caused thereby; (ix) dispositions by the Borrower and its Restricted Subsidiaries that are like-kind exchanges pursuant to Section 1031 of the Code and other exchanges of assets by the Borrower or a Restricted Subsidiary in which the consideration received by the Borrower or a Restricted Subsidiary consists solely of (1) cash or Cash Equivalents, if immediately after (2) long-term assets (and current assets that are ancillary to such long-term assets) that are used or useful in a Permitted Business, or (3) any combination of (1) or (2) of this clause (ix); provided, that (x) any consideration received which consists of cash or Cash Equivalents shall be considered proceeds of the consummation asset so disposed of; (y) to the extent that assets constituting ABL Priority Collateral are exchanged pursuant to this clause (ix), the assets received by the Borrower or the Restricted Subsidiary in such exchange shall, in the discretion of any Disposition described belowthe Majority Lenders, be added to the ABL Priority Collateral on terms and pursuant to documents reasonably satisfactory to the Majority Lenders, subject to receipt by the Majority Lenders of usual and customary valuations and diligence materials acceptable to the Majority Lenders, and after giving effect thereto, (z) no Default or Event of Default then exists or would exist, the Borrower may make: (i) a Disposition which is ordered by a court of competent jurisdiction or pursuant to the requirements of a decree, order or ruling of any governmental body (local, 44 state or federal), provided that such Disposition does not, in the opinion of the Required Lenders, impair the ability of the Borrower to perform its obligations under this Agreement and the Notesresult therefrom; (iix) a Disposition by any Subsidiary to the Borrower or to any other Wholly-Owned Subsidiary or by the Borrower to any Wholly-Owned Subsidiarydispositions of Cash Equivalents; (iiixi) any Disposition Restricted Payment permitted by Section 8.4 (in a single transaction Restricted Payments) or a series of related transactions) during any fiscal quarter of assets having a fair value whichInvestment or Acquisition permitted by Section 8.3 (Investments, when combined with the fair value of all other assets Disposed of during such fiscal quarter and the immediately preceding three (3) fiscal quartersLoans, constituted not more than 10% of Consolidated Total Assets at the end of the fiscal quarter then most recently endedAcquisitions, Etc.); and (ivxii) any Disposition permitted by Section 6.08the creation of a Permitted Lien; provided, however, the Loan Parties shall not dispose of assets pursuant to this Subsection 8.7.2 if they are prohibited from doing so under the Indentures and provided, further, that in no event Loan Party shall the Borrower sell, lease, transfer or otherwise dispose of all any Specific Real Property when a Default or substantially all Event of its assets to any PersonDefault shall have occurred and be continuing or would be caused thereby.

Sales and Other Dispositions. (a) The Borrower will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, sell, lease, abandon or otherwise transfer or otherwise dispose ofof any of its assets or property of any nature (including, without limitation, the sale of any receivables and leasehold interests and any Sale and Leaseback Transaction or permit similar transaction), whether now owned or hereafter acquired, except for sales of assets or property of any Subsidiary nature in which all of the following are satisfied: (i) the Borrower or Restricted Subsidiary, as applicable, receives consideration at the time of the sale at least equal to sell, transfer the Fair Market Value of the asset sold or otherwise dispose disposed of, (ii) at least 75% of the consideration is in the form of cash or Cash Equivalents, and (iii) (x) if the assets so transferred or disposed of constitutes ABL Priority Collateral, the net cash proceeds are used to prepay the Loans and any non-cash proceeds are delivered to the Agent as additional ABL Priority Collateral and (y) if the assets so disposed of are First Lien Note Priority Collateral, the net cash proceeds are used in a manner permitted by the First Lien Indenture; (b) Notwithstanding the foregoing, the requirements of clause (a) above shall not apply to any of the following: (i) sales of inventory in the ordinary course of its business; (ii) dispositions or transfers of assets or property to the Borrower or a Restricted Subsidiary of the Borrower that is a Guarantor, so long as such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens or, as applicable, Permitted Additional ABL Liens; (iii) dispositions involving a trade-in of equipment in exchange for other equipment useful in the business of the Borrower or any of its Restricted Subsidiaries and provided, that in the good faith judgment of the Borrower, the Borrower or such Restricted Subsidiary receives equipment (or credit toward the acquisition cost of equipment) having a fair market value equal to or greater than the equipment being traded-in; (iv) sales or dispositions of equipment which is obsolete or no longer used or useful in the business of the Borrower or any of its Restricted Subsidiaries; (v) leases or subleases permitted by clause (o) of Section 8.2 (Liens; Licenses); (vi) sales or dispositions of the assets of the Borrower or any of its Restricted Subsidiaries not in the ordinary course of business with a fair market value not to exceed $ 1,000,000 in the aggregate in any fiscal year; (vii) dispositions or transfers of any asset is effected by a Sale and Leaseback Transaction so long as (bx) issue, sell, transfer or otherwise dispose of, or permit any Subsidiary to issue, sell, transfer or otherwise dispose of, any shares the imputed principal component of the capital stock of lease entered into in connection with such Sale and Leaseback Transaction, together with the Capital Lease Obligations and Purchase Money Indebtedness pursuant to Subsection 8.1.1 (Indebtedness – In General) does not exceed $75,000,000 at any Subsidiary (the items covered by (a) one time outstanding, and (by) being hereinafter called a "Disposition" and the term "Disposed of" being used herein with correlative meaning), unless such Disposition is made for consideration having a value at least equal to the fair value disposition or transfer of such asset shall occur within 365 days of the acquisition thereof; (viii) other sales or dispositions of property as determined in good faith by the board of directors of the Borrower or any of its Restricted Subsidiaries (other than Specific Real Property) having a fair market value of up to, and the gross proceeds derived therefrom (exclusive of indemnities), not exceeding (in any one or a related series of transactions) $5,000,000 and, in the case aggregate in any fiscal year of a Disposition under (b) herein$20,000,000; provided, as part of the sale of all shares or capital stock of such Subsidiary and, in the case of any such Disposition, so long as immediately after the consummation of such Disposition, and after giving effect thereto, that no Default or Event of Default would exist. In additionshall exist at such time or be caused thereby; (ix) dispositions by the Borrower and its Restricted Subsidiaries that are like-kind exchanges pursuant to Section 1031 of the Code and other exchanges of assets by the Borrower or a Restricted Subsidiary in which the consideration received by the Borrower or a Restricted Subsidiary consists solely of (1) cash or Cash Equivalents, if immediately after (2) long-term assets (and current assets that are ancillary to such long-term assets) that are used or useful in a Permitted Business, or (3) any combination of (1) or (2) of this clause (ix); provided, that (x) any consideration received which consists of cash or Cash Equivalents shall be considered proceeds of the consummation asset so disposed of; (y) to the extent that assets constituting ABL Priority Collateral are exchanged pursuant to this clause (ix), the assets received by the Borrower or the Restricted Subsidiary in such exchange shall, in the discretion of any Disposition described belowthe Agent, be added to the ABL Priority Collateral on terms and pursuant to documents reasonably satisfactory to the Agent, subject to receipt by the Agent of usual and customary valuations and diligence materials acceptable to the Agent, and after giving effect thereto, (z) no Default or Event of Default then exists or would exist, the Borrower may make: (i) a Disposition which is ordered by a court of competent jurisdiction or pursuant to the requirements of a decree, order or ruling of any governmental body (local, 44 state or federal), provided that such Disposition does not, in the opinion of the Required Lenders, impair the ability of the Borrower to perform its obligations under this Agreement and the Notesresult therefrom; (iix) a Disposition by any Subsidiary to the Borrower or to any other Wholly-Owned Subsidiary or by the Borrower to any Wholly-Owned Subsidiarydispositions of Cash Equivalents; (iiixi) any Disposition Restricted Payment permitted by Section 8.4 (in a single transaction Restricted Payments) or a series of related transactions) during any fiscal quarter of assets having a fair value whichInvestment or Acquisition permitted by Section 8.3 (Investments, when combined with the fair value of all other assets Disposed of during such fiscal quarter and the immediately preceding three (3) fiscal quartersLoans, constituted not more than 10% of Consolidated Total Assets at the end of the fiscal quarter then most recently endedAcquisitions, Etc.); and (ivxii) any Disposition permitted by Section 6.08the creation of a Permitted Lien; provided, however, the Loan Parties shall not dispose of assets pursuant to this Subsection 8.7.2 if they are prohibited from doing so under the Indentures and provided, further, that in no event Loan Party shall the Borrower sell, lease, transfer or otherwise dispose of all any Specific Real Property when a Default or substantially all Event of its assets to any PersonDefault shall have occurred and be continuing or would be caused thereby.